Subscription Terms & Conditions

1. INTRODUCTION

1.1. Loop Logics provides a subscription service to software to assist in construction management. Below are the terms and conditions that apply to transactions when you Purchase a subscription to use the Software. Please read them carefully.

1.2. By Purchasing a Software Subscription you acknowledge that you have read, understand and agree to follow and be bound by the subscription terms and conditions below (Subscription Terms and Conditions) and will be bound by the Subscription Terms and Conditions (Agreement), together with the Loop Logics Privacy Policy and Website Terms of Use

1.3. You will be deemed to have Purchased a Software Subscription and will be bound by this Agreement, together with the Loop Logics Privacy Policy and Website Terms of Use when you:

(a) sign up to purchase a Software Subscription by entering and submitting your information using the Order Form including where the Order Form is submitted by paper form, using the Loop Logics Website or by electronic signing platform; or

(b) executing or in any way accepting the Subscription Terms and Conditions or Licence (including by in any way accepting an Order Form).

1.4. If you are agreeing to these Terms and Conditions not as an individual but on behalf of an entity or organisation, then “you” means that entity or organisation, and you acknowledge that you are binding that entity or organisation to these Terms and Conditions.

1.5. If you choose to Purchase a Software Subscription, you acknowledge and agree that:

(a) It is your responsibility to ensure that the functions of the Software are in accordance with your needs and meet your technical, organisational, legal, privacy, and practical requirements;

(b) You must have adequate access to the internet, use a compatible device and web browser (as may be reasonably prescribed by us from time to time); and

(c) Except to the extent otherwise provided in this Agreement, you are solely responsible for establishing, providing or procuring, maintaining and supporting any Third Party Licences and any operating environment, facilities, equipment and telecommunications and internet connections necessary to use and obtain the benefit of the Software (Operating Environment) and you must ensure that the Operating Environment has the necessary specifications, features and third party software required to ensure compatibility with relevant parts of the Software, as may be notified by Loop Logics from time to time.

1.6. The Software may only be used to the extent of and for the purposes of and aims for which the Software functionality has been created and made available to customers, or for which the same type of technological solutions are usually used.

2. DEFINITIONS

2.1. In these Subscription Terms and Conditions: Add-Ons means optional add-on features that you may elect to purchase as listed on the Website (including but not limited to API connections to Insurer Portals, Analytics, SMS/VoIP capabilities, etc). Agreement means your agreement with Loop Logics to Purchase the Software Subscription and be bound by the Subscription Terms and Conditions, including the Licence. Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time. Branding means your name, design, symbol, colour or colour combinations, marks, image, logo, fonts, get-up or any other feature that identifies or makes you distinctive. Business Day means a day that is not a Saturday, Sunday or public or bank holiday in the Jurisdiction. Commencement Date means either:

(a) the “Subscription Commencement Date” if specified in the Order Form, or if not stated the date on which you Purchase a Software Subscription for the initial Term; or

(b) the date on which the Term is automatically renewed and a Further Term continues.

Consent means any licences, clearances, permissions, authorisations, waivers, approvals or consents. Consequential Loss means any indirect or consequential loss (not being loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim), including loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business. Customer Material means any and all data or other material input, entered into or added or uploaded to the Software, or otherwise provided or made available to Loop Logics by, on behalf of, or at the request of you or your Personnel (including by your end users). Developed Intellectual Property means any Intellectual Property Rights arising from any work done by or for Loop Logics on behalf of you in connection with the Software, including the development of any portals used by you to access the Software and any feedback (including suggestions, ideas, information, comments, process descriptions or other information) provided by you to Loop Logics. Further Term(s) means, where specified in the Order Form, the further period(s) the Agreement is to continue for following the expiry of the initial Term (or Further Term as the case may be). If the Further Term is not specified in the Order Form:

(a) if the initial Term for the purchased Software Subscription is measured in Year(s), the one (1) Year period commencing on the expiry of the initial Term; or

(i) if the initial Term for the purchased Software Subscription is measured in Quarter(s), the one (1) Quarter period commencing on the expiry of the initial Term; or

(b) if the initial Term for the purchased Software Subscription is measured in Month(s), the one (1) Month period commencing on the expiry of the initial Term.

Insolvency Event means an event in respect of a person where:

(a) 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;

(b) 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;

(c) a party becomes or is (including under legislation) deemed or presumed to be insolvent;

(d) 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;

(e) any composition or arrangement is made with any one or more classes of its creditors;

(f) 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;

(g) a party enters into liquidation whether compulsorily or voluntarily; or

(h) any analogous or comparable event takes place in any jurisdiction.

Intellectual Property Rights includes but is not limited to patents, copyright, rights in circuit layouts, registered designs, trade marks, Object Code and Source Code of the Software, Processes, trade dress, get-up, design, look feel and functionality of the Software. Jurisdiction means Queensland, Australia. Licence means the non-exclusive, non-transferable, revokable licence for the Term and any Further Term in the Territory given to you to:

(a) access and use the Software; and

(b) use the Materials relevant to the Software.

Loop Logics, we, us, our means Loop Logics Co Pty Ltd ACN 655 676 362. Loss or Claim means, in relation to any person:

(a) a damage, loss, cost, expense or liability incurred by the person; or

(i) a claim, action, proceeding or demand made against the person,

however arising and whether present or future, fixed or unascertained, actual or contingent.

Order Form means an ordering document or online order form specifying the Software to be provided which is issued by Loop Logics. Materials means any of our instructions, manuals, training materials, guides, commentary, listing and other materials for use in conjunction with the Software. Month means a calendar month. Moral Rights means:

(b) a right of attribution of authorship; or

(c) a right not to have the authorship falsely attributed; or

(d) a right of integrity of authorship.

Notified Email Address means the email address you nominated when you Purchased the Software Subscription from us. Object Code refers to the encoded program scripts that a computer can execute after the Software program is compiled from its Source Code. Payment Method means a current and valid method of payment accepted by us, which may include payment by credit card. Payment Terms means payment of the Price in advance which is payable on the Commencement Date:

(e) where the Price for the purchased Software Subscription is per Year, for the one (1) Year period commencing on the Commencement Date; or

(f) where the Price for the purchased Software Subscription is per Quarter, for the one (1) Quarter period commencing on the Commencement Date; or

(g) where the Price for the purchased Software Subscription is per Month, for the one (1) Month period commencing on the Commencement Date.

Personal Information means:

(a) information, about an individual whose identity is apparent, or can reasonably be ascertained, from the information;

(b) information or a document that relates to the affairs of another person (such as a company or a business); or

(c) which is otherwise defined under any Privacy Law, which is received or learnt by a party from any source as a consequence of or in the performance of its rights and obligations under the Agreement.

Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the pers’on’s direct or indirect control and includes any subcontractors. Purchase means your act of purchasing a Software Subscription by:

(a) signing up to purchase a Software Subscription by entering and submitting your information using the Order Form (including where the Order Form is submitted by paper form, using the Loop Logics Website or by electronic signing platform); or

(b) executing or in any way accepting the Subscription Terms and Conditions or Licence (including by in any way accepting an Order Form).

Price means the price either as listed on the Website for the Software Subscription or otherwise offered to you by Loop Logics in writing, including:

(a) the Software Subscription Fee per user per Month, per Quarter or per Year (whichever is applicable); and

(b) the Add-ons Fee per user per Month, per Quarter or Year (whichever is applicable) for the relevant Add-ons purchased by you (if any).

Privacy Law means:

(a) the Privacy Act 1988 (Cth) and the Australian Privacy Principles contained in the Privacy Act 1988 (Cth); and

(b) any privacy legislation in any other applicable Territory and the principles contained in that legislation.Processes includes technologies, products, devices, processes or techniques. Quarter means each period of three (3) calendar months. Self-Service Portal means the portal on the Website that offers information and resources to help users find answers and resolve issues. Software means the Loop Logics Software, being the end-to-end project management tool listed and described on the Website and the relevant Add-ons purchased by you (if any). Source Code means the high-level programming language used to create the software programs forming the Software before the program is compiled into encoded program scripts (Object Code) that the computer can execute. Software Subscription means a subscription to use the Software. Spam means an electronic message that is both unsolicited and commercial in nature. Term means the “Subscription Term” Specified in the Order Form, or if not specified:

(c) if the Price for the purchased Software Subscription is per Year, the one (1) Year period commencing on the Commencement Date; or

(d) if the Price for the purchased Software Subscription is per Quarter, the one (1) Quarter period commencing on the Commencement Date; or

(e) if the Price for the purchased Software Subscription is per Month, the one (1) Month period commencing on the Commencement Date.

Territory means the country in which you are located, which must be listed in the Schedule. Third Party Software means any software that you have obtained for use in your business and which you require to interoperate with the Software. Update refers to a software release to any of the Software to enhance the Software and improve any features of the Software. Upgrade refers to a software release to enhance the Software and improve any features and provide additional features that are made commercially available by us and includes any corrections and updates to the associated Materials. User means any user of the Software and/or any person you authorise to access the Software. Website means the Loop Logics website described in the Schedule to these Subscription Terms and Conditions. Year means each period of 12 calendar months.

3. GRANT OF LICENCE

3.1. Where you Purchase a Software Subscription, we grant you a Licence to use the Software and Materials in the Territory and subject to the terms and conditions of the Agreement.

4. PRICES AND PAYMENTS

4.1. In consideration for the Licence to use the Software, you will pay the Price to us on the Commencement Date as specified by our Payment Terms.

4.2. You acknowledge that we may change the Price and will notify you in advance of any such change and the change will be effective on the Commencement Date of a Further Term if the Agreement is renewed.

4.3. If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Price on your account (Chargeback) so that the Price is not paid by the due date in accordance with our Payment Terms:

(a) this will be considered a breach of your payment obligations;

(b) we may terminate or disable your use of the Software; and

(c) your use of the Software may not resume until you pay any applicable Price in full, including any fees and expenses incurred by us for each Chargeback.

5. DURATION

5.1. The Agreement commences on the Commencement Date.

5.2. Subject to the terms of the Agreement, the Licence for the Software will continue for the Term.

5.3. The Agreement, and the Licence for the Software, will automatically renew and continue for the Further Term once the Term expires.

6. DELIVERY

6.1. On the Commencement Date, we will deliver to your Notified Email Address a username and temporary password along with instructions on how to access and use the Software.

6.2. Where we deliver the Software to you via the internet, you understand and accept any risks associated with a connection over the internet and you agree that we will not be liable for any Loss caused by delivery of the Software via the internet.

6.3. You must conduct all of your own acceptance testing procedures necessary for the Software.

6.4. The Software will, at all times, be hosted by us or an affiliate of ours, on a server (or servers) connected to the internet.

7. PROMOTIONS

7.1. Every now and then, we may offer promotions, including a Price discount or free trial period.

7.2. These Subscription Terms and Conditions apply to any promotions, including a Price discount or free-trial period.

7.3. We reserve the right to modify, cancel and/or limit any free-trial period at any time and without liability or explanation to you.

8. USE OF SOFTWARE

8.1. To access the Software, each User must have a registered account with us.

8.2. You must (and you must ensure Users) when using the Software:

(a) only use or attempt to use the Software “as is”;

(b) not attempt to access or control the server on which the Software is hosted, except through the client interface or as the Software otherwise provides;

(c) comply with the current editions of all Materials provided by us;

(d) comply with any operational guidelines or emergency directions issued by us;

(e) promptly report any errors, defects or malfunctions experienced or observed in the Software to us;

(f) not do anything to damage the Software or the server on which the Software is hosted;

(g) not purport to grant any interest in, sub-licence of or derivative right to use the Software except as permitted by the Agreement;

(h) not do anything that is detrimental to us; and

(i) comply with all laws.

8.3. You undertake that:

(a) you will not allow any User account for the Software to be used by more than one person except where it has been reassigned to another person and the prior user no longer has any right to access or use the Software;

(b) each User shall keep a secure password for their use of the Software, that such password shall be in line with reasonable password complexity requirements and changed no less frequently than once per Quarter and that each User shall keep its password confidential;

(c) if you become aware that account access details for the Software are in unauthorised hands, you must:

(i) change any compromised access password immediately;

(ii) take any other step reasonably necessary to ensure that no-one suffers harm as a result; and

(d) you will keep your computer system, network and internet connectivity secure and confidential in accordance with good computer security practice.

8.4. You acknowledge and agree that:

(a) the Software is provided “as is” as it appears on the server hosted by us;

(b) as the Software is provided over the internet there may be risks of security and virus threats;

(c) any data transmitted to and from your computer systems to the server on which the Software is hosted may not be secure given the inherent risks with the internet;

(d) you must ensure for each User that their device is regularly updated with anti-virus software;

(e) every now and then we may be required to access the Software and database associated with the Software to ensure ongoing maintenance and continued service;

(f) you cannot resell or sub-licence the Software;

(g) we do not provide service levels or uptime for the Software and that scheduled maintenance, emergencies or unscheduled outages may occur every now and then which may leave the Software unavailable or with limited functionality. To assist you with this, we will provide a status page accessible by you via the Self-Service Portal.

(h) access to and use of the Software may be impaired or prevented by a variety of factors that are beyond our control, for instance defects in computer systems, infrastructure providers and problems with internet connectivity between you and the server hosting the Software and we are not responsible for any such things or their effects;

(i) you are responsible for the use of the Software and compliance with this Agreement by your Users;

(j) every now and then we may, but are not obliged to, back up data that is entered into the Software by you (Licensee Data), as part of undertaking a whole system back up of the Software. You acknowledge and agree in respect of the Licensee Data:

(i) that you consent to us holding and accessing the Licensee Data for this purpose; and

(ii) that you must regularly back up the Licensee Data to a location other than the Software. You release us from any liability in respect of the Licensee Data and any loss caused if you do not back up the Licensee Data.

(k) the Software may incorporate Third Party Content including open source software and that Loop Logics is not responsible for the accuracy, quality, integrity or reliability of the same. To the extent permitted by Law (including the Australian Consumer Law, if applicable), Loop Logics does not give any representation or warranty as to the reliability, accuracy or completeness of any Third Party Content, including open source software, and Loop Logics will have no responsibility or liability to Customer or any other person arising from or in connection with any error, defect or inaccuracy in any Third Party Content.

8.5. You must not (and must ensure other Users do not) use the Software:

(a) in any way that breaches any applicable laws or regulations;

(b) unlawfully or fraudulently;

(c) to harm or attempt to harm minors in any way; or

(d) to transmit, or procure the sending of:

(i) any unauthorised advertising material or Spam;

(ii) any material that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

(iii) any material for which you have not obtained all necessary licences, Consents and/or approvals.

8.6. You will not (and must ensure other Users do not):

(a) use the Software outside the relevant Territory;

(b) use or launch any automated system that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;

(c) use the Software in any manner that damages, disables, overburdens, or impairs any of our Websites or interferes with any other party’s use of the Software;

(d) attempt to gain unauthorised access to the Software;

(e) access the Software other than through the Software interface;

(f) reverse assemble or reverse compile or reverse engineer or copy in any way the Software, any part of the Software or the Intellectual Property Rights; or

(g) use the Software for any purpose or in any manner that is unlawful or prohibited by the Agreement.

8.7. Every now and then, we may make available updates or amendments to any of the Materials.

8.8. You must not copy the Materials except where necessary to enable proper use of the Software in accordance with the Licence.

9. THIRD PARYT CONSENTS

9.1. You warrant to us that you have obtained all necessary Consents from third parties for the Software to interface or interoperate with any Third Party Software and your internal systems, which may be provided to us upon our request.

9.2. You must ensure that all information and data is correctly and accurately entered into any record management system and/or Third Party Software used by you that interfaces with the Software. You are responsible for the accuracy and currency of all your information and data accessible from the Third Party Software and/or internal systems. You acknowledge that the Software does not perform any verification procedure in relation to information from Third Party Software and/or other software utilised by you.

9.3. You acknowledge that any Upgrade or Update to Third Party Software and/or your internal systems which interface or otherwise interoperate with the Software, the Software may cease to function and you agree that we will not be liable for any Loss caused by delivery of any Upgrade or Update of Third Party Software.

9.4. Should any Software or Deliverables cease working with Third Party Software and/or your internal systems for any reason other than as a result of an act or omission by us, then we may charge our usual hourly rate at our discretion to assist you in making the Software operational with the Third Party Software and/or your internal systems.

9.5. When interoperating with Third Party Software, we do not guarantee the security of any data sent between the Software and any of the Third Party Software and/or your internal systems.

10. MAINTENANCE OF THE SOFTWARE

10.1. We may from time to provide Updates or Upgrades to the Software, which will also be subject to the Agreement.

10.2. We may, without recourse, suspend yours (or your Users’) access to the Software if you (or any of your Users) are not using the most current version of the Software following any Update or Upgrade.

11. MODIFICATION OR DISCONTINUATION

11.1. We may add, modify, redesign or discontinue any feature, functionality or any other tool, within the Software, at our own discretion and without notice, however, if we make any material adverse change in the core functionality of the Software, then we will notify you by posting an announcement on the Website or by sending an email to your Notified Email Address.

12. NO CONTINGENCY

12.1. You hereby acknowledge that your Purchase of the Software Subscription hereunder is not contingent on the delivery by us of any future release of any functionality or feature.

13. RESTRICTIONS

13.1. You acknowledge that we may impose restrictions on the use of some parts or functionalities of the Software (for example, the necessary data capacity for the use of the Software, the speed of uploading content, the volume of the content that may be saved, etc).

14. PERSONAL INFORMATION

14.1. You acknowledge that we will collect Personal Information in providing the Software and all Personal Information will be handled in accordance with our Privacy Policy.

15. LIMITATION OF LIABILITY

15.1. To the maximum extent permitted by law, we provide our Software on an “as is” and “as available” basis without any representation or warranties, including implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

15.2. To the maximum extent permitted by law, in no case shall we, including but not limited to our directors, officers and employees be responsible for any injury, loss, claim, or damages of any kind arising from your use of the Software or the Website.

15.3. We are not liable to you or any third party under the Agreement or under general law to the extent that any loss or damage is caused or contributed to by:

(a) your negligence or the negligence of a third party to you;

(b) any Third Party Software;

(c) use of the Software by an Employee;

(d) any breach by you of the terms and conditions of the Agreement or any other applicable laws, regulations or rules in the Jurisdiction;

(e) the use of the Software in conjunction with any other software not approved in writing by us for use with the Software; or

(f) any virus or similar occurrence which adversely affects us, or the Software which was caused by you or your access facilities.

15.4. Neither party shall in any circumstances be liable to the other party or any third party for any Consequential Losses or any other loss of profit, revenue, goodwill, savings or data, regardless of whether the party was advised of such losses in advance.

15.5. Our total liability to you arising under the Agreement, in a calendar year, will not exceed the amount of the fees paid by you under the Agreement in that calendar year.

15.6. You shall promptly advise us in writing of any actions, claims proceedings which may be brought or claimed against you or us arising out of the use of the Software by you or your agents.

16. INDEMNITY

16.1. Except to any extent caused by us, you hereby release, indemnify and agree to keep us indemnified against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs), charges and expenses arising out of or in connection with:

(a) the use of the Software by you or your Personnel, including your employees, third parties servants and agents;

(b) the performance, or failure to perform, of the Software associated with any deficiency or inadequacy of your Operating Environment.

(c) any Customer Material (including Personal Information) used or disclosed by you, including any claim by any person that Customer Material infringes any Intellectual Property Right or other right (including privacy rights) of such person or any third party;

(d) any fraud, wilful misconduct or negligence by you or your Personnel; or

16.2. You fully release us from any claim, cost, expense, liability or damage incurred by you as a result of us suspending access of any User to the Software in accordance with the terms and conditions of the Agreement.

17. WARRANTIES

17.1. Save for those express warranties provided in the Agreement to the maximum extent permitted by law, we do not give an express warranty of any kind in relation to Software, Material and/or services supplied under the Agreement.

17.2. We do not warrant that the Software or Materials will be free of bugs, errors or viruses.

17.3. Each party, at the Commencement Date, warrants to the other that:

(a) they have the full corporate power to execute, deliver and perform their obligations under the Agreement;

(b) the Agreement constitutes a legal, valid and binding obligation on each party, enforceable in accordance with its terms by appropriate legal remedy; and

(c) each party has all licences, authorisations, Consents, approvals and permits required by applicable laws to perform its obligations under the Agreement.

17.4. You warrant to us that:

(a) all information supplied to us about an Employee on their behalf is provided with that Employee’s consent; and

(b) all Personal Information you have access to through use of the Software or upload to the Software is kept and used in accordance with Privacy Law.

18. TERMINATION

18.1. The Agreement will renew and continue for Further Terms unless cancelled by you or Loop Logics prior to the end of the current Term.

18.2. The Agreement may be terminated by either party giving notice to the other party if the other party commits any breach of any provision in the Agreement and does not remedy the breach within 14 days of receiving written notice to do so.

18.3. Notwithstanding clause 18.2 we may by notice in writing to you immediately terminate the Agreement in any of the following circumstances:

(a) you or any of your employees, agents, contractors or other persons under your control or direction:

(i) does or attempts to reverse assemble, compile, engineer or copy any part of the Software; or

(ii) attempts to data mine the Software; or

(b) you suffer an Insolvency Event.

18.4. Either party may terminate the Agreement at any time and without reason, by giving the other party written notice, and the termination will be effective at the end of the current Term.

18.5. If you fail to pay the Prices as required under the Agreement, we may cancel, restrict, or suspend your Software Subscription and Loop Logics account immediately without notice to you. We may engage an external agency or law firm to recover any debt owed by you or charge you a late payment fee or disconnection fee.

18.6. If we cancel, restrict, or suspend your Software Subscription or Loop Logics account, we reserve the right not to reinstate the Software Subscription or Loop Logics account until you have paid all amounts outstanding on all accounts. Loop Logics may charge a reinstatement fee, in addition to any late payment or disconnection fees.

18.7. If you or Loop Logics cancel your Loop Logics account, we will issue correspondence to you requesting you confirm which data currently stored on your Loop Logics account you require to be provided to you. We will provide you with a copy of the data requested in PDF or CSV form. Thereafter, your account and any data stored on the account will be deleted ninety (90) days after your account is cancelled and Loop Logics will not be liable for any loss of data. Free trial accounts will be deleted immediately after the trial period has expired.

18.8. Any termination of the Agreement under this clause shall be without prejudice to the rights of the party terminating to seek and obtain damages for any breach of the Agreement by the other party.

19. EFFECT OF TERMINATION

19.1. Immediately on termination of the Agreement:

(a) the Licence and any other licences granted under the Agreement are terminated;

(b) you shall deliver up to us the Software (or we may terminate your access to the Software) and the Materials (including all copies) and all other documents and materials in your possession relating to the Software and Intellectual Property;

(c) you will do such further things as may be reasonably required by us to protect our right, title and interest in the Software and Intellectual Property;

(d) subject to the Australian Consumer Law:

(i) any and all fees previously paid shall remain our property;

(ii) you shall not make a claim in respect of any fees referred to in clause 19.1(d); and

(iii) you shall further pay to us any other fee accrued and due but unpaid as at the date of the termination or expiration.

19.2. Termination of this Agreement shall not relieve the parties of any accrued liability (including with respect to outstanding or accrued fees).

19.3. On your default of any obligation in the Agreement or upon the termination of the Agreement, including your failure to pay any monies due in the time specified, we shall have the right to immediately suspend and/or terminate your access (including access by your Users) to the Software, including changing any assigned password or both.

20. SPAM STATEMENT

20.1. The Loop Logics Website is governed by Spam Act 2003 (Cth).

20.2. You will not use any of our services or Software to send, deliver or cause Spam to be delivered to any person.

20.3. You acknowledge that if you use your Loop Logics account to send, deliver or cause Spam to be delivered, you are in breach of these Subscription Terms and Conditions and we may suspend or terminate the Agreement and your Loop Logics account and / or Software Subscription.

20.4. To assist us in combatting Spam, you agree that if you receive an unauthorised advertisement or offensive message, which appears to originate from Loop Logics, to assume it has been sent in error and to notify us immediately.

21. INTELLECTUAL PROPERTY

21.1. We will always own and retain all rights and Intellectual Property rights in the Software and the Materials.

21.2. The parties warrant that nothing in the Agreement affects any transfer or assignment of ownership of any Intellectual Property Rights in the Software or any content uploaded to or generated through the Software by you and your Users.

21.3. You acknowledge that you will not remove any copyright notices in the Materials or the Software.

21.4. You must immediately inform us of any breach of the Software system or security you become aware of and must provide details of the breach to us sufficient for us to recreate and/or remedy the breach.

21.5. If you learn of any infringement or threatened infringement of the Intellectual Property rights licensed under the Agreement, you must let us know in writing.

21.6. To the extent that you acquire ownership of any Intellectual Property Rights in the Developed Intellectual Property:

(a) you assign, and shall procure that your Personnel assign, such Intellectual Property Rights to Loop Logics;

(b) you must, upon request by Loop Logics, execute (and procure that your Personnel execute) any assignment or other document reasonably required to evidence or perfect Loop Logics’s ownership of such Intellectual Property Rights; and

(c) you must provide all reasonable assistance requested by Loop Logics to protect, defend and assert Loop Logics’s interests in such Intellectual Property Rights.

22. LICENCE TO USE CUSTOMER MATERIALS AND BRANDING

22.1. You grant to us a royalty-free, worldwide, non-exclusive and non-transferable licence to access, use, adapt, modify, reproduce, reformat, transform, and process Customer Material and Branding for the purpose of:

(a) providing you with the Software and Materials;

(b) internal training; and

(c) testing, improving and developing new features for the Software.

22.2. You consent to us dealing with the Moral Rights in the Branding to develop and deliver the Software.

22.3. You release us from any claim in relation to any act or omission done in respect of or in dealing with the Customer Material and Branding.

22.4. The rights obtained by us under the Agreement may be exercised in all the states and territories of Australia and worldwide.

22.5. We may utilise your Branding for promotion with third parties.

22.6. You agree and acknowledge that you are solely responsible for any Customer Material.

22.7. You must ensure that Customer Material, and its collection, use, processing, disclosure and dissemination via the Software:

(a) will not infringe any Intellectual Property Rights of any person; and

(b) complies with all applicable laws (including Privacy Laws, where applicable).

23. SUSPENSION

23.1 Without derogating from our termination rights in the Agreement, we may decide to temporarily suspend your account or your Software Subscription, if we believe, at our sole discretion, that

(a) you or any third party, are using the Software in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party

(b) you or any third party, are using the Service in breach of the Agreement or applicable Law;

(c) your payment obligations, in accordance with the Agreement, are or are likely to become, overdue; or

23.2. Our rights of suspension under clause 23.1 are in addition to any remedies that may be available to us in accordance with the Agreement and/or applicable law.

24. FORCE MAJEURE

24.1. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

25. AUSTRALIAN CONSUMER LAW

25.1. This section applies to Australian residents only.

25.2. All Software comes with guarantees that cannot be excluded under the Australian Consumer Law. If you are a Consumer, as defined in the Australian Consumer Law, we acknowledge that the Consumer Guarantees in Division 1 of Part 3-2 of the Australian Consumer Law will apply to the supply of services under the Agreement. The liability of Loop Logics for a breach of a Consumer Guarantee is governed by clause 25.3 of the Agreement.

25.3. Where you are a Consumer, the liability of Loop Logics for a breach of a Consumer Guarantee is limited to (at the election of Loop Logics):

(a) resupplying the services; or

(b) paying the cost of having the services supplied again.

25.4. Except for the above, all statutory warranties conferred in relation to the supply of goods or services to you under these terms are excluded.

25.5. Subject to any rights you may have under the non-excludable guarantees under the Australian Consumer Law, we may impose fees payable by you in relation to any service not covered by the guarantees under the Australian Consumer Law.

25.6. You warrant to us that you acquire the goods or services under the Agreement, not for personal, domestic or household use or consumption.

25.7. Subject to the Australian Consumer Law you will not be eligible for a refund of any Price or fees paid or payable to Loop Logics that relate to the current Term where you cancel your subscription or terminate this Agreement prior to the end of the current Term.

26. NOTICES

26.1. Any notice under the Agreement must be in writing and:

(a) given to us at: [email protected]; or

(b) given to you at the Notified Email Address.

26.2. Any notice given under this clause will be deemed as served on the Business Day after successful transmission from the server of the sender.

26.3. The parties agree that all agreements, notices, disclosures and other communications that are provided electronically, satisfy any legal requirement that such communications be in writing, including for the purposes of this clause.

27. TAXES

27.1. Unless otherwise stated, all amounts referred to in this Agreement, including the Price, are stated on a GST exclusive basis, as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

27.2. The Prices and any other fees under the Agreement exclude any taxes or duties payable in respect of the Software in the Jurisdiction. You must pay to us the amount of any taxes or duties in addition to any Prices or other fees owed under the Agreement.

27.3. Notwithstanding clause 27.1, if you have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, you may provide us with such exemption information, and we will use reasonable efforts to provide you with invoicing documents designed to enable you to obtain a refund or credit from the relevant revenue authority in the Jurisdiction, if such a refund or credit is available.

28. DISPUTE RESOLUTION

28.1. (Informal resolution): If a dispute arises between the parties in respect of the Agreement, then the parties agree to use their best endeavours to resolve the dispute within 60 days from the time any party gives to the other party notice in writing of the dispute. All negotiations will be confidential and treated as a compromise and settlement negotiations for the purposes of all rules and codes of evidence of applicable legislation.

28.2. (Arbitration):

(a) Where a dispute is not resolved in accordance with clause 28.1 (Unresolved Dispute), then a dispute will be referred to either by the Courts of the State of Queensland, Australia or by arbitration administered by the Resolution Institute in Australia at our sole discretion, provided if any Unresolved Dispute is commenced by you, you give us not less than 14 days’ notice in writing of your intention to commence proceedings, and we must exercise our election in writing within 14 days of receiving that notice.

(b) Any arbitration commenced at the Resolution Institute in Australia will be conducted under the Arbitration Rules of the Resolution Institute in force when the Unresolved Dispute is submitted to the Resolution Institute. The substantive law to be applied in the arbitration will be the law of Queensland, Australia. There will be one arbitrator, the language of the arbitration shall be English and the place of the arbitration shall be the city of Brisbane in the State of Queensland, Australia.

(c) The parties are bound to the decision or award of any Court or arbitrator to any Unresolved Dispute.

29. GENERAL

29.1. (Waiver): Any waiver regarding the performance of the Agreement will operate only if in writing and will apply only to the specific instance and will not affect the existence and continued applicability of the terms of it thereafter.

29.2. (Entire Agreement): The Agreement and its relevant parts for the Software embodies all the terms binding between the parties and replaces all previous representations or proposals not embodied herein.

29.3. (Assignment): You must not assign all or any of your rights in the Agreement without our prior written consent. We may in our discretion assign all or any of our rights in the Agreement

29.4. (Jurisdiction): The Agreement will be governed by and construed in accordance with the applicable laws of the Queensland, Australia. Each party agrees that any legal action rising out of the Agreement must be brought exclusively in Queensland, Australia, and each party submits to the exclusive jurisdiction of the courts in Queensland, Australia.

29.5. (Amendments): The Agreement may not be varied except in writing signed by the parties.

29.6. (Severability): If any provision of the Agreement is held by a court to be unlawful or invalid the validity and enforceability of the remaining provisions will not be affected.

29.7. (Further Agreements): Each party will execute such agreements, deeds and documents necessary to give effect to the Agreement.

29.8. (Charges): All stamp duties and governmental charges arising out of or incidental to the Agreement will be payable by you.

30. (SURVIVAL)

Without limiting any other provision of this Agreement, any clauses which should by their nature survive termination of this Agreement, survive termination or expiry of this Agreement for any reason.

31. (RIGHT TO REFUSE SERVICE)

When you sign up to purchase a Software Subscription, Loop Logics reserves the right to refuse service to you, for any reason.