Terms of Service

Peptalkr is owned and operated by NOMADIGITAL PTY LTD (ABN 29 650 216 434). This Terms of Use Agreement (the “Agreement”, as modified from time to time in accordance with the terms of this Agreement) is a legal agreement between You (“Customer”, “You”, “Your”) and NOMADIGITAL PTY LTD. (“Peptalkr”, “we”, “us”, “our” or “Company”) (each a “party” and collectively the “parties”) and deﬁnes the terms and conditions under which You are allowed to use the the Peptalkr platform (“Service” or “Services”) as defined below.

This Agreement takes effect on the earliest of You:

1) creating an account for use of the Services while being presented a link to this Agreement and checking the box to “I accept”.

2) using the Services (the earliest of the foregoing being the “Effective Date”).

If You enter into this Agreement or acquire the Services on behalf of an entity, You represent and warrant that You have the authority to accept this Agreement on the entity’s behalf.

In order to use the Services, You must:

1) be at least 18 years old;

2) complete the registration process;

3) agree to this Agreement; and

4) provide true, complete, and up to date contact information.

5) be based in a country that is allowed to use Peptalkr.

We reserve the right to amend the Terms of Service at any time.

Definitions

In addition to terms defined elsewhere in this Agreement, the following definitions will apply to capitalised words in this Agreement:

“Customer’s Account” means the Web-based account provided by Company to Customer that enables Users to use the Subscription Services which is accessible to Users via usernames and passwords created and/or assigned by Customer.

“Customer Content” means, excluding the Services, any and all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials and content, that Users post, upload, share, submit, store or otherwise provide or make available through or using the Services.

“Custom Works” means, any custom designs, projects, or other works, including Deliverables, created by Company for, or on behalf of, Customer by Company; provided Custom Works specifically exclude the Services, Generic Tools, and any Pre-Existing IP.

“Deliverables” means any outputs specifically defined in an SOW and characterised as “Deliverables” that will be provided by Company to Customer, provided Deliverables expressly exclude the Services and any Pre-Existing IP.

“Generic Tools” means coding, programming techniques, designing techniques, architecture, trade secrets, methodology, APIs, functions, applications, knowledge, experience, skills, templates, other know-how and related Intellectual Property Company uses to provide the Services.

“Intellectual Property Rights” means any and all patents, inventions, copyrights, moral rights, trademarks, domain names, trade secrets, know-how, software, and any other form of intellectual property and/or proprietary rights recognised in any jurisdiction whether existing now or acquired hereafter including any application or right to apply for registration of any of these rights.

“Law(s)” means any and all applicable laws, regulations, statutes, rules, orders and other requirements of any governmental authority, including, but not limited to, where applicable, the Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (the, “General Data Protection Regulation” or “GDPR”) and the Data Protection Act 2018 (“UK DPA”). Where relevant to the Customer’s or User’s obligations, when assessing “applicability”, Customer and User shall take into account the Governing Law in this Agreement and the Laws relating to both the jurisdiction where User is using the Services and the jurisdiction where the Contact resides.

“Order Term” means the period specified in an Ordering Document (including any renewals of the same) during which Users will have access to the Services.

“Ordering Document” means any form provided by Company (including an electronic form or SOW), either executed by the parties or agreed to by the Customer via the Site, that sets out the commercial terms of Customer’s purchase of the Services. All Ordering Documents will be deemed to incorporate, and will be subject to and governed by, this Agreement.

“Pre-existing IP” means any Intellectual Property Rights in materials and/or information (including, but not limited to, algorithms, methods, forms, software, software components in source or object code form) that is owned by, licensed to, or in the possession of Company either: 1) on or prior to the creation of the Custom Work; or 2) after the commencement of the Custom Work but not specifically created as a part of the Custom Work, including any enhancements, improvements, and modifications to any of the foregoing in 1) or 2), whether created prior to or after the Effective Date. Notwithstanding the foregoing, Pre-Existing IP expressly excludes the content, logos, graphics, photos, images or text of any type provided by Customer and included in Custom Works at Customer’s request.

“Privacy Notice” means the Privacy Notice available at https://peptalkr.com.au/privacy/, as updated from time to time.

“Professional Services” means services, other than the Software, provided by Company staff including, but not limited to, Specialised Support Services, onboarding services, support services, provision and/or creation of any Custom Works, and /or Customer-specific customisations.

“Services” means the Software, Professional Services, Pre-Existing IP, Statistical Data, products, services, applications, tools and other resources provided or made available by Company or accessible at the Site (or other website(s) owned by Company), including any applicable support services, manuals, documentation and related material, and all related service names, logos, design marks, slogans, and all other material comprising the Software, Professional Services, and Pre-Existing IP, but excluding any Customer Content and Custom Works.

“Software” means the Subscription Services, Site, and any software provided by Company and/or its Subcontractors, including, but not limited to, software development kits, other software code supplied by Company to Customer that allows for integration of the Services into Customer’s websites or mobile applications, and any related updates or modifications provided by Company from time to time.

“Specialised Support Services” means (i) projects involving excessive or non-standard involvement by Company staff as determined by Company in its sole discretion; and/or (ii) projects requiring functionality that is not available via the User interface.

“Statement of Work” or “SOW” means a document entitled “SOW” or “Statement of Work” that: 1) expressly incorporates this Agreement; 2) is issued or provided by Company; and 3) executed by the parties.

“Statistical Data” means aggregated and anonymized statistical and performance information based on and/or related to Customer’s use of the Services, which does not contain any personally identifying information and is compiled using a sample size large enough to ensure the underlying data cannot be attributed to Customer.

“Sub-Account” means an account within Customer’s Account.

“Subcontractor” means a service provider engaged by Company that provides a part of the Services.

“Subscriber” or “Contact” (used interchangeably in this Agreement and the incorporated documents) means, other than Users, any identified or identifiable natural person: 1) whose information is stored, transmitted, or otherwise ‘processed’ (as defined by the GDPR) via the Services by Customer; and/or 2) to whom Customer sends, transmits, or otherwise engages with via the Services.

“Subscription Plan” means the subscription type (including applicable volume limits) chosen by the Customer on an Ordering Document which sets out the base set of Services ordered by the Customer. Different Subscription Plans have different Services associated with them.

“Subscription Service” means the web-based application(s) available to the Customer via the Site.

“Third Party Services” means any software, products, tools, applications, or services that may be used in connection with the Services that are not owned by Company or its Affiliates.

“User” means any person, other than Company employees or agents engaged in providing Professional Services to Customer, accessing and/or using the Services through Customer’s Account (including through a Sub-Account).

1. Acceptable Use Policy

This Acceptable Use Policy (“AUP”) outlines the standards that apply when you access or use the Peptalkr platform and services (the “Services”). By using our Services, you agree to comply with this AUP. Violations of this AUP may result in the suspension or termination of your account.

1A. User Conduct and Responsibilities

Authorised Use: You are solely responsible for your conduct and any data you submit to the Services. You warrant that you have all necessary rights, licenses, and consents to use the Services, including any data you upload or share.

Compliance with Laws: You must use the Services in compliance with all applicable laws, regulations, and third-party rights. Unauthorised use of the Services may result in legal consequences.

Internal Use Only: The Services are provided for your internal business purposes. You must not allow unauthorised users to access the Services, and you are prohibited from reselling, renting, or sublicensing the Services without explicit permission.

1B. Prohibited Activities

Illegal or Harmful Content: You may not use the Services to store, transmit, or distribute any content that is illegal, harmful, defamatory, obscene, or otherwise objectionable. This includes content that exploits or harms children, promotes violence, or violates the rights of others.

Unauthorised Access: You must not attempt to gain unauthorised access to the Services or any related systems or networks. This includes attempting to avoid any security mechanisms or engaging in activities such as hacking, phishing, or spreading malware.

Misrepresentation and Impersonation: You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

Spam: You must not use the Services to send unsolicited or unauthorised marketing communications (e.g., spam) without explicit permission from recipients. This includes ensuring all marketing communications comply with applicable laws, including the inclusion of opt-outs.

1C. Security and Data Protection

Security Obligations: You are responsible for maintaining the security and confidentiality of your account credentials. You must promptly notify us of any unauthorised access to or use of your account.

Sensitive Information: The Services are not designed to process, store, or transmit sensitive personally identifiable information (Sensitive PII), such as sexual orientation, financial information, sensitive health information or other highly sensitive data. You agree not to input or store any Sensitive PII through the Services.

Data Integrity: You are responsible for ensuring the accuracy, quality, and legality of any data you submit through the Services. This includes maintaining the rights to any data you process through the platform.

1D. Monitoring and Enforcement

Right to Monitor: Peptalkr reserves the right to monitor your use of the Services to ensure compliance with this AUP. We may investigate any potential violations and take appropriate action, including suspension or termination of your account.

Enforcement Actions: If you violate this AUP, we may remove any prohibited content, suspend or terminate your access to the Services, and report such activities to the appropriate authorities if necessary.

1E. Modifications to AUP

Peptalkr reserves the right to modify this AUP at any time. Any changes will be effective immediately upon posting on our website. Your continued use of the Services constitutes your acceptance of any modified terms.

2. Anti-Spam Policy

Peptalkr is committed to maintaining a high standard of integrity and responsibility in email communications. This Anti-Spam Policy outlines our expectations for the use of our platform and the responsibilities of our customers to ensure compliance with anti-spam laws and best practices.

2A. Definitions

Spam: Any email sent to an individual without their explicit consent or marked as “spam” or “junk” by the recipient.

Contact: Any individual whose information is stored or processed via Peptalkr’s platform or to whom communications are sent using the platform.

Permission: Explicit consent obtained from an individual to receive communications, either within the past 12 months or with ongoing communications within the past 12 months.

2B. Required Content in Emails

Unsubscribe Link: All marketing emails sent through Peptalkr must contain a clear and conspicuous unsubscribe link that allows Contacts to opt out from receiving further emails. This link must remain functional for at least 30 days after the email is sent. Manually requested unsubscribe requests must be processed promptly, within 10 business days.

Contact Information: Each email must clearly identify the sender, including the sender’s legal name, physical address, and contact details, which must remain valid for at least 30 days after the email is sent.

Accurate Information: Emails must include accurate subject lines and content that reflect the nature of the communication. The reason for the email (e.g., “You are receiving this because you signed up at [website]”) must be clearly stated.

2C. Obtaining and Managing Permission

Obtaining Permission: Customers must have explicit Permission from Contacts to send marketing emails. Permission can be obtained via web forms, offline forms, business cards (with informed consent), or through an established relationship where the Contact has purchased a product or service within the past 6 months.

Scope of Permission: Emails must be relevant to the topic for which the Contact gave their Permission. Permission is non-transferable and applies only to the Customer who obtained it.

2D. Prohibited Practices

No Purchased or Third-Party Lists: Emails may not be sent to purchased, rented, or third-party lists without explicit consent from each individual Contact.

No Misleading Information: Customers must not use false or misleading information when obtaining Permission or in the content of emails.

No Mass Uploads Without Approval: Bulk uploads of Contact lists over 1,000 subscribers to Peptalkr’s platform require prior written approval.

Prohibited Content: The platform must not be used for illegal activities, pyramid schemes, or other activities that violate laws or Peptalkr’s policies.

2E. Peptalkr’s Rights

Monitoring: Peptalkr reserves the right to monitor email campaigns to ensure compliance with this Anti-Spam Policy. We may inspect campaigns for the presence of unsubscribe links and monitor for high complaint rates.

Abuse Complaints: If an email campaign generates excessive abuse complaints, Peptalkr may suspend or terminate the Customer’s account. Customers are required to cooperate with Peptalkr in resolving such issues.

Termination: Peptalkr may remove content or terminate accounts without refund if this policy is breached.

2F. Reporting Spam

If you believe you have received Spam from a Peptalkr customer, please contact us at [email protected]. We will investigate and, if our policy has been violated, may terminate the violator’s account.

3. Services

3A. Access to Services

Upon receipt of payment as specified in the Ordering Document, Peptalkr will provide you with access to the Services outlined in your Ordering Document as soon as reasonably practicable. Access to and use of the Services are subject to the terms and conditions of this Agreement.

3B. Prerequisites for Use

You are responsible for acquiring and maintaining all necessary hardware, software, and services required to access and use the Peptalkr platform. This includes ensuring compatibility with the platform’s technical requirements.

3C. Right to Access and Use

Peptalkr grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the Order Term specified in your Ordering Document. This right is provided solely for your internal business purposes, unless otherwise agreed upon in writing by Peptalkr, and must be used in accordance with any limitations set forth in the Ordering Document, this Agreement, and the Acceptable Use Policy. This Agreement does not grant you any license rights to the underlying software, and Peptalkr retains all ownership rights to the Services.

3D. Restrictions

You are not permitted to resell, assign, sublicense, transfer, pledge, lease, rent, copy, modify, re-package, reverse-engineer, or disassemble the Services. Your use of the Services does not confer any ownership or title to the Services, and all rights remain with Peptalkr or its third-party suppliers. Any unauthorised use of the Services is a violation of this Agreement and may result in the termination of your access.

3E. Modification of Services

Peptalkr reserves the right to modify the Services or any features thereof at any time and for any purpose, including improving performance, correcting errors, or enhancing competitiveness. Any modifications made to the Services will be subject to the terms of this Agreement and will become part of the Services upon delivery.

3F. Beta Features

From time to time, Peptalkr may offer Beta Features as part of the Services. These Beta Features are offered at Peptalkr’s discretion and may be modified or discontinued at any time. Beta Features are provided on an “as-is” basis, and Peptalkr disclaims all liability for any harm or damage arising from your use of or access to Beta Features. Peptalkr makes no guarantees that Beta Features will become generally available.

3G. Free Trials

Peptalkr may offer some or all of its Services on a limited, non-exclusive, non-transferable, revocable free trial basis for evaluation purposes. Peptalkr reserves the right to terminate free trial accounts or any features of the Services offered during a free trial at any time and without notice, with no obligations to the user.

4. Payment Terms

4A. Fees

Customer shall pay all fees specified in all Ordering Documents for the entirety of the Order Term (and any renewals thereof) in accordance with Customer’s Ordering Document. Except as otherwise specified herein or in an Ordering Document:

(a) fees are based on the Services ordered pursuant to an Ordering Document;

(b) payment obligations are non-cancelable and fees paid are non-refundable; and

(c) quantities purchased cannot be decreased during the relevant Order Term. If Customer exceeds the limits of its Subscription Plan or Ordering Document, we may charge Customer overage fees for such excess usage.

4B. Subscription Tier

Fees associated with each Subscription Plan are based on Customer’s Subscription Tier. Customer’s Subscription Tier at any given time is determined by the number of Subscribers in the Customer’s Subscriber lists (as determined by adding the number of Subscribers in each Subscriber list – if a Subscriber exists in multiple lists, it will be counted separately for each list in which it appears). If Customer exceeds the limits of its Subscription Tier, we will upgrade the Customer’s account to the appropriate Subscription Tier and charge Customer the applicable difference in fees for that Subscription Tier for the remainder of the Order Term and any renewals thereof. Customer has the sole responsibility for updating its Contacts to ensure Customer is being charged at the appropriate Subscription Tier. Customer shall not delete, bulk unsubscribe, or otherwise alter or modify Customer’s Account in order to evade billing thresholds.

4C. Subscription Plan Upgrade

If a User accesses, uses, or activates any features which are only included in a higher-priced Subscription Plan (including exceeding email sending limits), we may, in our absolute discretion, upgrade Customer’s account to the appropriate higher-priced Subscription Plan for the remainder of the Order Term and any renewals thereof. Customer agrees to pay fees associated with the upgraded Subscription Plan for the remainder of the Order Term and any renewals thereof.

4D. Fees at Renewal

Unless otherwise stated on Customer’s Ordering Document, fees for renewal terms will be set at the then-current pricing and Customer is responsible for reviewing the fees charged by us prior to renewal. Except for any fees that are designated in the applicable Ordering Document as promotional or ‘one-time’, no fee change will be effective until renewal of that Service. Upon expiration of the applicable Order Term, Customer will automatically be charged in accordance with the payment method specified on Customer’s Ordering Document for renewal unless Customer terminates its account in accordance with this Agreement.

4E. Taxes

All fees stated in the Ordering Document are exclusive of any applicable taxes. Taxes payable by Customer (“Customer’s Taxes”) may be added to the final price charged to Customer on Customer’s invoice. Customer shall pay Customer’s Taxes with no reduction or offset in the amounts payable to Company hereunder. Customer will, and hereby agrees to, promptly reimburse Company for any and all of Customer’s Taxes (and any applicable penalties) that Company may be required to pay in connection with this Agreement upon receipt of Company’s invoice.

4F. No Refunds

Except as otherwise provided in this Agreement or required by Law, we will not provide refunds or credits for partial or unused periods of service.

4G. Disputing Charges

Any dispute to a charge on Customer’s invoice must be made in writing with specificity within 60 days after the date of the invoice that initially contained the disputed charge.

4H. Cancellation

You can cancel your subscription at any time using our self-service cancellation tool within your account dashboard.

Cancellations will be processed at the end of the current billing cycle.

Cancelling your subscription will not erase your account history with us. If you would like to erase your account, please contact us at [email protected]. Further details about account erasure can be found here.

4I. Changes to Fees

Fees are liable to change at any time. Users will be notified of fee changes 30 days in advance either by email, notification or on our website.

5. Intellectual Property

Unless otherwise indicated, we reserve all copyright in the content and design of this Website. We own all such copyright or use it under licence or applicable law. You may make a temporary copy of part or all of this Website on your local computer for the sole purpose of viewing it, and print a single hard copy of a whole page of this Website for personal use, provided that any copyright notice on such page is not removed. You may not, in any form, or by any means:

otherwise reproduce, adapt, store in a retrieval system, transmit, print, display, perform, publish or create derivative works from any part of the content or design of this Website,

cause any of the material from this Website to be framed or embedded on another website,

commercialise any information, products or services on this Website, or

except with our prior consent written or as permitted by applicable copyright legislation.

Your use of the Website does not grant you a licence or act as a right of use of any of the trademarks or logos, whether registered or unregistered, that are displayed on the Website without the express written permission of the trademark owner.

You may view the Website and its contents using your web browser. In visiting the Website, you may make a temporary copy of the Website by means of the usual operation of your web browser only.

6. Confidentiality, Security & Privacy

6A. Confidential Information

The parties acknowledge that in the course of performing their obligations under this Agreement, a party receiving information (a “Recipient”) from a party disclosing information (a “Discloser”) that is either clearly marked as “confidential” or is nonpublic information that, under the circumstances surrounding the disclosure, a reasonable person would conclude should be treated as confidential (“Confidential Information”). Recipient covenants and agrees that neither it nor its agents, employees, officers, directors, or representatives will disclose or cause to be disclosed any Confidential Information of the Discloser, except (a) to those employees, representatives, or contractors of the Recipient who require access to the Confidential Information to perform its obligations or exercise its rights under this Agreement and who are bound by confidentiality obligations no less strict than those set forth in this Agreement, or (b) as such disclosure may be required by Law, subject to and to the extent permitted by Law, the Recipient providing to the Discloser written notice to allow the Discloser to seek a protective order or otherwise prevent the disclosure. Notwithstanding the foregoing, nothing in this Agreement will prohibit or limit the Recipient’s use of information: (i) previously known to it without breach or obligation of confidence, (ii) independently developed by or for it without use of or access to the Discloser’s Confidential Information, (iii) acquired by it from a third party that was not under an obligation of confidence with respect to such information at the time of disclosure, or (iv) that is or becomes publicly available through no breach of this Agreement.

6B. Protection of Customer Content

Without limiting the above, we shall maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of the Customer Content. We shall not modify or access the Customer Content except as required to provide the Services, prevent or address service or technical problems, at Customer’s request in connection with support matters, or as otherwise provided in this Agreement, the Privacy Notice, or in written instructions from the Customer.

6C. Login Credentials & User Passwords

User login credentials must be kept up-to-date and attributable to named individuals within Customer’s Account (generic email aliases may not be used). User login credentials cannot be shared or used by more than one User. Customer is solely responsible for keeping Customers’ and/or Users’ account name, password, and any other login credentials confidential. Customer is responsible for any and all activities that occur within Customer’s Account, whether authorised by Customer or not. Customer must notify Company immediately of any unauthorised access or use of Customer’s Account. Company will not be held responsible or liable for any losses due to lost or otherwise compromised passwords.

7. Warranties

7A. Company Warranties

Company represents and warrants that: (a) Company shall make every reasonable attempt to ensure there is no material degradation of the Services during the Order Term; and (b) Professional Services shall be performed in a professional and workmanlike manner by qualified personnel.

7B. Customer Warranties

Customer represents and warrants that it will comply with Laws applicable to the collection, use, and processing of data relating to an individual that it uploads or transmits to the Services or collects via the Services.

7C. Use of Tracking Technology

Customer acknowledges that the Services employ the use of cookies and similar tracking technologies (“Tracking Technologies”), as further described in the Privacy Notice. Accordingly, Customer represents and warrants that it has taken all necessary and appropriate steps to comply with Laws, including, if applicable, by maintaining appropriate notice and consent mechanisms (as required by Laws or as reasonably requested by Company) and industry best practice to enable Company to deploy Tracking Technologies Lawfully on, and collect data Lawfully from, the devices of Users and Contacts for the purposes described in the Privacy Notice. Customer shall promptly notify Company if Customer is unable to comply with the above obligations.

8. Disclaimers

Some legislation such as the Competition and Consumer Act (Cth) and other similar consumer protection laws and regulations in other countries may confer you with rights and remedies relating to the provision of goods or services to you by us via the Website which cannot be excluded, restricted or modified (your “Statutory Rights”). We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.

Except for your Statutory Rights and with respect to the Website:

all material on the Website is provided to you without warranties of any kind, either express or implied;

we expressly disclaim all warranties of any kind including but not limited to implied warranties of merchantability and fitness for a particular purpose;

we do not warrant that the functions contained in any material on the Website or your access to the Website will be uninterrupted or error free, that any defects will be corrected or that the Website or the server which stores and transmits material to you are free of viruses or any other harmful components; and

we do not warrant or make any representation regarding your access to, or the results of your access to, the Website including its correctness, accuracy, timeliness, completeness, reliability or otherwise.

To the extent permitted by law, including but not limited to any act or omission on our part, we will not be liable for any loss, damage, costs or expense whether direct, indirect, incidental, special and/or consequential, including loss of profits, business interruptions, suffered by you or claims made against you which result from any use or access of, or any inability to use or access, the Website.

You expressly acknowledge that we do not exert control over users of the Internet and we are not liable for damage suffered by you, either directly or indirectly, as a result of your access to the Website.

9. Indemnification

By using the Website, you agree to indemnify us from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses (whether in tort or in contract including and without limitation, negligence) arising out of or in any way connected to the use of the Website by you.

10. Limitation of Liability

To the maximum extent permitted by applicable laws, any liability incurred in relation to the Website materials or links to material on other websites is limited to, at our option, the resupply of the Website materials or the links to other websites, or the reasonable cost of having the Website materials or the links to other websites resupplied.

11. Term and Termination

The term of this Agreement will commence on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue to apply to all Ordering Documents for their duration. Customer’s obligations under this Agreement will remain in force for any use of the Services by a User. Unless otherwise specified in the applicable Ordering Document or prohibited by applicable Law, the Ordering Document and all non-expiring items added during the Order Term will automatically renew for additional periods equal to the original Order Term.

11A. Right to Suspend

The Company may suspend the Customer’s Account:

(a) for non-payment or delayed authorisation of payment;

(b) at any time without notice for conduct that, in its reasonable discretion, violates: i) this Agreement or associated guidelines; or ii) any applicable Laws. If the Customer has not sent an email from its account for more than one year, THE ACCOUNT AND ITS DATA MAY BE PERMANENTLY REMOVED FROM THE COMPANY’S DATABASE.

11B. Termination

Either party may terminate this Agreement or any individual Ordering Document as follows: (a) for cause if the other party materially breaches this Agreement or an Ordering Document and does not remedy such breach within 30 days after receiving written notice; or (b) immediately if the other party: (i) terminates its business activities or becomes insolvent; (ii) admits in writing its inability to pay its debts as they mature; (iii) makes an assignment for the benefit of creditors; or (iv) becomes subject to the direct control of a trustee, receiver, or similar authority. The Customer agrees that the Company will not be liable to the Customer or any third party for termination of this Agreement or the Customer’s access to the Services resulting from any violation of this Agreement by the Customer or termination as per the terms of this Agreement. The Company may terminate this Agreement or any individual Ordering Document at its sole discretion at any time.

11C. Effect of Termination

Upon expiration or termination of this Agreement: (a) the Customer’s right to use the Services will cease, and the Company will have no further obligation to provide the Services; (b) except as expressly stated herein, all rights granted to the Customer under this Agreement will cease; (c) the Customer will pay fees for the entire Order Term under all Ordering Documents in effect prior to the termination date, less any fees already paid; and (d) the Company may delete Customer Content and/or any archived data within 30 days after expiration or termination of this Agreement. Any statutory retention requirements with respect to Customer Content remain the Customer’s responsibility.

12. General

We rely upon your continued observance of the Terms of Use. If we suffer loss or damage or incur any costs associated with any breach by you of the Terms of Use or any associated legal obligation, you agree to indemnify us for those losses, damages and costs.

We do not make any claims that the information is appropriate or may be downloaded in all areas, countries or jurisdictions. Access to the information contained in the Website may not be legal by certain persons or in certain countries. If you access the Website, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

If any provision of the Terms of Use is found to be invalid or unenforceable by a Court of Law, such invalidity or unenforceability will not affect the remainder of the document, which will continue in full force and effect.

All rights not expressly granted in the Terms of Use are reserved.

If we do not act in relation to a breach of the Terms of Use by you, this does not waive our rights to act with respect to subsequent or similar breaches of the Terms of Use by you.

12A. Applicable Law

The Terms of Use are governed by and construed in accordance with the laws of the State of New South Wales, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of the State of New South Wales and Courts of Appeal from them for determining any dispute concerning the Terms of Use.

13. Contacting us

If you have any questions about these Terms of Service, please contact us at [email protected]

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Sydney, Australia
[email protected]
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