Terms and Conditions

1. READING THESE TERMS

• In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
• We may change these Terms at any time by notifying you, and your continued use of the Platform following such an update will represent an agreement by you to be bound by the Terms as amended.

1.2 Order of precedence

1. Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and any Proposal agreed between the parties, these terms and condition will prevail to the extent of such inconsistency.
2. Any Conditions set out in the Proposal that are:
   1. intended to replace an "Old Clause" with a "New Clause" (as indicated by the use of both columns, then the "New Clause" will replace and prevail over the clause in the Old Clause column entirely; and
   2. intended to add a "New Clause" (as indicated by the use of only the New Clause column are) are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.

2. ELIGIBILITY

3. By accepting these Terms, you represent and warrant that:
   1. you have the legal capacity and authority to enter into a binding contract with us; and
   2. you are authorised to use the payment you provided when purchasing a Subscription.
4. If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Platform on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

3. DURATION OF YOUR SUBSCRIPTION

This Clause 3 only applies to the Admin User:

1. The term of your Subscription is 12 months unless otherwise agreed with you in writing (Subscription Period). The Subscription Period will commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period, unless terminated earlier in accordance with clause 12.
2. One month prior to the expiry of the Subscription Period, we will provide you with advanced written notice of the expiry of the Subscription, renewal options available and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).

4. THE COMMUNITI LABS PLATFORM

4.1 YOUR SUBSCRIPTION AND THE PLATFORM

1. To the extent described in your Subscription, the Platform includes the Software and Support Services.
2. Your Subscription includes the benefits and limitations as communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

4.2 ACCOUNT REGISTRATION

1. All Users must create an account to use and access the Platform. At the time of registration, you must specify your type of account.
2. There are different types of accounts, which will determine the relevant Users’ access to the Platform, which will include the below Users and may include other types of Users as communicated to you:
   1. Admin User: which is the primary account holder who is responsible for initiating the Subscription and paying the relevant Fees.
   2. Other User: which are the users of the Subscription, authorised and onboarded by the Admin User to access the Platform using the Admin User’s Subscription.
3. As part of the account registration process and as part of your continued use of the Platform, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
4. You warrant that any information you give to us in the course of completing the registration process is accurate, honest, correct and up-to-date.
5. Once you complete the account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an account.
6. Communiti Labs may, in its absolute discretion, suspend or cancel your account for any reason, including for any failure to comply with these Terms.
7. You permit us to contact you via email for the purposes of sending you information regarding the Platform, including but not limited to any marketing and promotional information.

4.3 DISCLAIMER

You acknowledge and agree that:

1. there is a limit to the data processing available per Subscription and we will email you any changes to the pricing of your Subscription;
2. any information provided to you as part of or in connection with the Platform is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice; and
3. it is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.

4.4 SOFTWARE

1. During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Platform Users.
2. We may from time to time, in our absolute discretion, release enhancements to the Software, meaning an upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
3. Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of the Platform until you have paid the relevant instalment of Fees.

4.5 SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services). Unless otherwise agreed in writing:

1. we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control);
2. we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
3. you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Software; and
4. you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

5. DATA HOSTING

We will store User Data you upload to the Software using a third party hosting service selected by us (Hosting Services), subject to the following terms:

1. you acknowledge and agree that we have multi region availability and during your on-boarding we will determine your region and use our best endeavours to use storage servers to host the Software through cloud-based services in your region;
2. while we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times;
3. we will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference; and
4. in the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

6. CLIENT OBLIGATIONS

6.1 ACCESS REQUIREMENTS

As soon as possible after initiating a Subscription to the Platform, you must integrate Communiti Labs to your cloud environment. Any delays or failure to provide such access will limit your ability to use and benefit from your Subscription and the Platform, and you will not be entitled to any refunds on this basis.

You agree to:

1. provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
2. provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to perform the Services.

6.2 CLIENT MATERIAL

1. You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Platform is complete, accurate and up-to-date.
2. You release us from all liability in relation to any loss or damage arising out of or in connection with the Platform, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.

6.3 YOUR OBLIGATIONS

1. You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
2. You agree, and you must ensure all Users agree:
   1. to comply with each of your obligations in these Terms;
   2. to not share the Subscription account information with any other person unless otherwise permitted as part of your Subscription. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Platform’s security;
   3. to not use the Platform for any purpose other than for the purpose for which it was designed, including you must not use the Platform in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
   4. not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Platform;
   5. that we may change any features of the Platform at any time on notice to you; and
   6. that we may cancel your account at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 6.36.
3. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
   1. upload sensitive information or commercial secrets using the Software;
   2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
   3. upload any material that is owned or copyrighted by a third party;
   4. make copies of the Documentation or the Software;
   5. adapt, modify or tamper in any way with the Software;
   6. remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
   7. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software;
   8. use the Software in a way which infringes the Intellectual Property Rights of any third party;
   9. create derivative works from or translate the Software or Documentation;
   10. publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
   11. integrate the Software with third party data or Software, or make additions or changes to the Software, (including by incorporating APIs into the Software) other than integrating in accordance with any Documentation or instructions provided by us in writing;
   12. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;
   13. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software or Documentation to any third party, other than granting a User access as permitted under these Terms;
   14. decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
   15. make any automated use of the Platform and you must not copy, reproduce, translate, adapt, vary or modify the Platform without our express written consent;
   16. attempt to circumvent any technological protection mechanism or other security feature of the Software; or
   17. permit any use of the Platform in addition to the Number of Platform Users.
4. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.

7. FEES AND PAYMENT

7.1 SUBSCRIPTION FEES

1. You must pay subscription fees to us in the amounts specified on the invoice for your Subscription, or as otherwise agreed in writing (Subscription Fees).
2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
3. Unless otherwise agreed in writing, you must pay the applicable Subscription Fees on a yearly basis, at the beginning of the Subscription Period (Fees). We will invoice you at the beginning of the Subscription Period with the amount of Fees you owe, the timing and the method of payment. Unless otherwise specified, all Fees are due within 30 days of the date of the relevant invoice.

7.2 CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 30 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us.

7.3 LATE PAYMENTS

We reserve the right to suspend all or part of the Platform indefinitely if you fail to pay any Fees in accordance with this clause 7.

7.4 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

7.5 CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

7.6 ONLINE PAYMENT PARTNER

1. We may use third-party online payment partner (Payment Partner
) to collect the Fees.

The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider.

We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting the Fees.

8. INTELLECTUAL PROPERTY AND DATA

8.1 OUR IP

1. We retain ownership, at all times, of all Software and Documentation provided to you throughout the course of your Subscription, including:
   1. the Intellectual Property Rights attaching to, or subsisting in, the Software and Documentation;
   2. any customisations of, and modifications, additions and upgrades to, the Software and Documentation (including where such modifications are made to suit certain client’s individual needs);
   3. information or data, source codes and other information technology relating to or connected with the Software or Documentation;
   4. marketing information relating to or connected with the Software or Documentation; and
   5. technical information, including trade secrets, drawings, plans, encryptions, codes and product descriptions and information relating to or connected with the Software,

but excluding any User IP (the Software IP).

2. You are granted a licence to the Software IP, in accordance with the scope of your Subscription, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those Materials or any Software IP without prior written consent from us or as otherwise permitted by law.

8.2 USER IP

1. You retain ownership of any materials uploaded by you to the Platform or otherwise provided to us under or connection with these Terms or your Subscription, including any Intellectual Property Rights attaching to those materials (the User IP);
2. You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use (including the right to sublicence) User IP to the extent reasonably required to provide the Platform;
3. We will establish, maintain, enforce and continuously improve safety and security procedures and safeguards against the unauthorised use, destruction, loss or alteration of User IP; and
4. We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
5. You are responsible for ensuring that:
   1. you share User Data only with intended recipients; and
   2. all User Data is appropriate and not in contravention of these Terms.
6. You:
   1. warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
   2. indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

9. THIRD PARTY SOFTWARE & TERMS

9.1 THIRD PARTY TERMS

1. If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party ('Third Party Terms').
2. Provided that we have notified you of such Third Party Terms (for example, a link on our Platform or otherwise set out in these terms), you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Platform to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms. These Third Party Terms include but are not limited to the Third Parties listed on https://www.communitilabs.com/subprocessors.

9.2 THIRD PARTY SOFTWARE INTEGRATIONS

1. You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.
2. You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if you integrate it with third party software, or change or augment the Software, including by making additions or changes to the Software code, and including by incorporating APIs into the Software.
3. If you add third party software or software code to the Software, integrate the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
   1. you acknowledge and agree that User Software Changes can have adverse effects on the Platform, including the Software;
   2. you will indemnify us in relation to any loss or damage that arises in connection with the User Software Changes;
   3. we will not be liable for any failure in the Platform, to the extent such failure is caused or contributed to by a User Software Change;
   4. we may require you to change or remove User Software Changes, at our discretion, and if we do so, you must act promptly;
   5. we may suspend your access to the Platform until you have changed or removed User Software Change; and/or
   6. we may change or remove any User Software Change, in our absolute discretion. We will not be liable for loss of data or any other loss or damage you may suffer in relation to our amendment to, or removal of, any User Software Change.

10. CONFIDENTIALITY & PRIVACY

10.1 CONFIDENTIALITY

1. Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.
2. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
3. The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

10.2 PRIVACY

1. We collect personal information about you in the course of providing you with the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at https://www.communitilabs.com/privacy-policy.
2. Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
3. By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

11. LIABILITY

11.1 WARRANTIES AND LIMITATIONS

1. We warrant that:
   1. during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
   2. during the Subscription Period, the Platform will be provided as described to you in, and subject to, these Terms; and
   3. to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
2. We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
   1. result from the interaction of the Software with any other Platform or computer hardware, software or services not approved in writing by us;
   2. result from any misuse of the Software; or
   3. result from the use of the Software by you other than in accordance with these Terms or the Documentation.
3. We will provide minor updates as part of your Subscription, but any major updates requested by you, including for substantial changes in the functionality of the Platform, may require increased fees or subscription upgrades.
4. While we will use our best endeavours to ensure the Platform is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
   1. the Platform may have errors or defects;
   2. the Platform may not be accessible at times;
   3. messages sent through the Platform may not be delivered promptly, or delivered at all;
   4. information you receive or supply through the Platform may not be secure or confidential; or
   5. any information provided through the Platform may not be accurate or true.
5. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
6. Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

11.3 CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

1. in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
2. to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
3. Clause 11.3(a) 11.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from your breach of:
   1. clause 6 (‘Your Obligations’);
   2. clause 8 (‘Intellectual Property & Data’); or
   3. clause 10 (‘Confidentiality and Privacy’).

12. CANCELLATION

12.1 CANCELLATION AT ANY TIME

Either party may cancel or terminate your Subscription for convenience by providing 30 Business Days' notice to the other party.

12.2 CANCELLATION FOR BREACH

1. Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
2. A “Breach” of these Terms means:
   1. a party (Notifying Party) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
   2. the other party is given 10 Business Days to rectify the breach; and
   3. the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

12.3 EFFECT OF TERMINATION

Upon termination of this agreement:

1. you will no longer have access to the Software, your account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
2. all statically held data will be deleted immediately, some data may take up to 7 days to be permanently deleted;
3. unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable. For example, cancellation of a Subscription halfway through the Subscription Period; and
4. each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

13. DISPUTE REPLATFORM

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
2. A party that requires a resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

14. MORCE MAJEURE

1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
   1. reasonable details of the Force Majeure Event; and
   2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
3. Subject to compliance with clause 14(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
   2. strikes or other industrial action outside of the control of us;
   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
   4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

15. NOTICES

1. A notice or other communication to a party under these Terms must be:
   1. in writing and in English; and
   2. delivered via email to the other party using the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
   1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
   2. when replied to by the other party,

whichever is earlier.

16. GENERAL

16.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

16.2 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

16.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

16.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

16.6 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

16.7 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);
2. (currency) a reference to $; or “dollar” is to Australian currency;
3. (gender) words indicating a gender includes the corresponding words of any other gender;
4. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
5. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
6. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
7. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
8. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
9. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
10. (includes) the word “includes” and similar words in any form is not a word of limitation; and
11. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

Term	Definition
Confidential Information	Confidential Information means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation	means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
Hosting Services	has the meaning given in clause 5.
Intellectual Property Rights	means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material	means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Number of Platform Users	means the number of Users that you may make the Platform available to, in accordance with your Subscription.
Personnel	means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Software	means the software as described in our email correspondence with you and which is licence to you in accordance with 4.4.
Platform	has the meaning set out in the first paragraph of these Terms and explained further in clause 4.1.
Subscription	means your subscription to the Platform which is created when you register an account or use or access the Platform, and which is subject to these Terms and any proposal.
Subscription Fees	has the meaning set out in clause 7 of these Terms.
Support Services	has the meaning given in clause 4.5.
User	means you and any third party end user of the Software who you make the Software available to.
User Data	means any files, data, document, information or any other Materials, which is uploaded to the Software by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials.