Terms Of Use

ZNADOO SOFTWARE TERMS OF USE

Australia – Updated and effective from 1 Jan 2018

INTRODUCTION

These Terms of Use govern the supply by ZNADOO SOFTWARE of the Services described below and any and all use by You of the Application described below.

These Terms set out the legal agreement between ZNADOO SOFTWARE and You with regard to any and all Services and use of the Application, and are binding on and from any use of the Application and/or Services by or on behalf of You. It is Your responsibility to read and understand these Terms.

By installing, accessing or using the Application or the Services (as applicable), You agree to be (and are deemed to be) bound by these Terms.

Free Trial: these Terms will also govern any free trial by You of the Application or the Services. Clause 12 sets out further important information in relation to such free trials.

Defined terms: See clause 14 for defined terms used in these Terms.

1. Binding agreement

1.1 Subscriber parties

These Terms bind You personally and, if You are the Subscriber or are agreeing (or are deemed to agree) to these Terms on behalf of the Subscriber these Terms bind, the Subscriber (and each Subscriber party referenced in the applicable Order) and each End User, on a joint and several basis, and You represent and warrant to ZNADOO SOFTWARE that You have the full legal authority to act on behalf of, and legally bind, the Subscriber and each such Subscriber party and End User.

1.2 Warranty

In any event, if You are agreeing these Terms or entering into this Agreement on behalf of another party or entity You warrant that you have full legal authority to bind such party/entity to these Terms and this Agreement. You agree to indemnify ZNADOO SOFTWARE and keep ZNADOO SOFTWARE indemnified against any and all Losses that arise from any breach of that warranty and ZNADOO SOFTWARE’s reliance on it.

2. ZNADOO SOFTWARE’s responsibilities

2.1 Provision of Services

Subject to Your compliance with these Terms, ZNADOO SOFTWARE agrees to provide You the Services as described in and subject to this Agreement.

2.2 Availability of Application

ZNADOO SOFTWARE will use commercially reasonable efforts to make the Application available 24 hours a day, 7 days a week, except for:

(a) scheduled maintenance or planned downtime; or

(b) any unavailability due to circumstances outside of ZNADOO SOFTWARE’s reasonable control.

2.3 Updates

ZNADOO SOFTWARE may, but is not obliged to, make available to You any updates, modifications or enhancements to the Application which are produced in the normal course of business development. Any such updates will be available for electronic download at no extra cost to You via certain ‘app’ stores.

2.4 Your Materials

(a) Subject to clause 2.4(b), ZNADOO SOFTWARE may, through the Application, provide online storage for Your Materials. If ZNADOO SOFTWARE does so, ZNADOO SOFTWARE:

(i) will maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of such Your Materials; and

(ii) other than as set out in clause 2.4(a)(i) above, has no responsibility or liability for the accuracy or deletion of Your Materials, the failure to store, transmit or receive the transmission of Your Materials, or the security, privacy, storage or transmission of Your Materials.

(b) You acknowledge and agree that ZNADOO SOFTWARE may from time to time set reasonable limits on Your Materials stored through the Application, including limits on file size, storage space and processing capacity.

(c) You agree that you are solely responsible for Your Materials and neither ZNADOO SOFTWARE nor its subcontractors are responsible or liable in any way for the content of Your Materials, and:

(i) You are responsible for backing up Your Materials. ZNADOO SOFTWARE encourages You to back up Your Materials at regular intervals and at all times;

(ii) You are responsible for the content of Your Materials and ensuring that any such material does not breach any applicable Law and can be legally transmitted via the Application and stored in the Databases; and

(iii) You control access by End Users to Your Materials and You are responsible for their use of the Application, Databases and Your Materials, and you will indemnify and keep indemnified ZNADOO SOFTWARE and its subcontractors against any and all Losses incurred by either of them from any failure by You to comply with the above.

3. Your obligations

3.1 Use conditions

As a condition of these Terms, when using the Services, You must not (and must not authorise any third party to):

(a) translate, reverse engineer, decompile, disassemble or attempt to derive the source code of the Application or Software;

(b) sublicense, rent, lease, assign or transfer any of Your limited rights under these Terms;

(c) allow any third party to use or access the Application or obtain the benefit of the Services or the Application provided under these Terms;

(d) attempt to undermine the security or integrity of ZNADOO SOFTWARE’s system or networks;

(e) use the Application other than in accordance with the normal operating procedures as notified to You by ZNADOO SOFTWARE from time to time;

(f) use or misuse the Services in any way which may impair the functionality of the Application or ZNADOO SOFTWARE’s system or networks;

(g) attempt to gain unauthorised access to any Materials other than those to which You have been given express permission to access pursuant to these Terms; or

(h) transmit or input into the Application, any files that may damage any other person’s electronic devices or software, content that may be offensive, or Material in violation of any Law (including Material which is protected by copyright or which You do not have the right to use).

3.2 Username and password

You must take all reasonable precautions to ensure that Your username and password are not misused and remain secure and confidential at all times. In particular, You agree:

(a) not to disclose Your username and/or password to any person;

(b) not to let any other person use the Application using Your username and password;

(c) to promptly notify ZNADOO SOFTWARE in the event of loss, disclosure or unauthorised use of Your username and/or password; and

(d) that You will be liable for Losses incurred in the event Your login details are used by an unauthorised person.

3.3 Other responsibilities

Without limiting clauses 3.1 or 3.2, You:

(a) are responsible for ensuring that each Subscriber and End User applicable to this Agreement with You complies in full with the terms of this Agreement;

(b) are responsible for the accuracy, quality and legality of all Your Materials;

(c) will use the Services only in accordance with these Terms and applicable Laws;

(d) will comply with the terms of any third party applications with which You use the Application; and

(e) will promptly notify ZNADOO SOFTWARE if:

(i) an Insolvency Event has occurred, or is likely to occur, in relation to the Subscriber; or

(ii) the person or entity that Controlled the Subscriber at the commencement of this Agreement changes or is likely to change (or, if no person or entity Controlled the Subscriber at the commencement of this Agreement, a person or entity obtains or is likely to obtain Control of the Subscriber).

4. Fees

4.1 Payment

(a) You must pay ZNADOO SOFTWARE all Fees monthly in advance by the Payment Method You select as part of the Order and You agree:

(i) if you request additional End User licences part way through a month, we will charge You (and You will pay in accordance with this clause 4) the applicable additional Licence Fee for those licences pro-rated to the end of that month. Thereafter the full Licence Fee shall be payable for those additional licences; and

(ii) if you cancel End User licences part way through a month, no refund is payable in respect of the Fees paid for those cancelled licences; and

(iii) for the purposes of calculating Fees the applicable month is based on the date Your Order is accepted by ZNADOO SOFTWARE.

(b) Payment upon ZNADOO SOFTWARE issuing an invoice (invoicing) is only available by prior agreement with ZNADOO SOFTWARE and upon You providing Your purchase order in a form acceptable to ZNADOO SOFTWARE. Accordingly, if you select invoicing as Your Payment Method for the Fees, the Services will only commence upon agreement by ZNADOO SOFTWARE that invoicing will apply.

(c) If you select invoicing as Your Payment Method for the Fees (and ZNADOO SOFTWARE agrees in accordance with clause 4.1(b) that invoicing will apply):

(i) all invoices are payable strictly within 14 days of the date of invoice;

(ii) for the first month of Service, we will invoice You upon Order acceptance and You must pay that invoice within 14 days of the date of invoice; and

(iii) for the second month of Service, and each subsequent month of Service, we will invoice You in advance on the first day of the applicable month and you must pay that invoice within 14 days of the date of invoice.

(d) If you select any Payment Method for the Fees other than invoicing:

(i) You authorise us to (and ZNADOO SOFTWARE will) debit the relevant Payment Method (eg. credit card) for the full amount of all Fees payable on or after the first day of each month of Service;

(ii) You acknowledge that ZNADOO SOFTWARE may subcontract the payment processing for the Payment Method to a third party (and You agree that ZNADOO SOFTWARE may share any information with the payment processor that is necessary to effect payment); and

(iii) You will notify us immediately if your selected Payment Method is cancelled or withdrawn or is not able to process payments.

(e) If any payment remains outstanding 7 days after the due date for payment, for any reason, ZNADOO SOFTWARE is entitled:

(i) to charge interest (and You will pay in accordance with clause 4) at a rate of 1.5% per month compounding daily on the outstanding amount; and/or

(ii) by notice in writing, immediately suspend Your access to the Services, for the period during which the amount outstanding remains outstanding.

(f) If the relevant payment remains outstanding 14 days after the due date for payment, without prejudice to any other rights it may have, ZNADOO SOFTWARE may terminate Your access to the Services, in which case clause 11.3 will apply.

4.2 Changes to Fees

ZNADOO SOFTWARE may change:

(a) the amount of the Fees or introduce a new fee; or

(b) the manner or frequency in which the Fees are payable, by giving You at least 30 days’ prior written notice of the change. Upon expiry of that notice period the revised Fees will apply to this Agreement (and You will pay them in accordance with clause 4).

4.3 GST and Taxes

(a) Unless otherwise provided in these Terms, all fees payable by You have been calculated without regard to, and are exclusive of, taxes, GST, duties and surcharges imposed or levied in Australia (Taxes).

(b) You are responsible for paying all Taxes associated with the supply of the Services at the same time as payment is made for the relevant Services. Any and all Taxes will be charged to You at the same time as the applicable Licence Fees and Support Fees are charged and are payable by You in accordance with clause 4.

5. Changes to Terms

(a) Subject to clause 5(b), ZNADOO SOFTWARE reserves the right to make any changes to the Application, the Services or these Terms at any time.

(b) Save where the change is required to restore or preserve the security or integrity of the Application (where no notice is required), ZNADOO SOFTWARE will use reasonable endeavours to give at least 30 days’ written notice of any change that is likely to materially affect or disrupt the manner in which You use the Services.

(c) Your use of the Services is subject to the most current version of these Terms at the time of the use available at ZNADOO.com

6. Intellectual Property and Licences

6.1 Licence

Subject to Your compliance with these Terms, ZNADOO SOFTWARE grants You a non-exclusive, non-assignable, non-transferable, non-sublicensable licence to download, access and use the Application for Your business purposes, solely for the term of this Agreement and in accordance with and subject to the restrictions set out in these Terms.

6.2 ZNADOO SOFTWARE Materials

(a) Title to, and all IPR in, the ZNADOO SOFTWARE Materials and the ZNADOO SOFTWARE Marks remains the property of ZNADOO SOFTWARE (or its licensors) at all times.

(b) If under any Laws You have or acquire any IPR in the ZNADOO SOFTWARE Materials, without prejudice to any rights ZNADOO SOFTWARE may have, You hereby assign any and all such IPR to ZNADOO SOFTWARE, and agree to execute any documents required to effect any such assignment.

6.3 Your Materials

(a) Subject to clause 6.3(b), title to and all IPR in Your Materials remains Your property (or the property of Your licensors).

(b) You grant to ZNADOO SOFTWARE a non-exclusive and non-transferable licence to use and sub-license Your Materials for the purposes of providing the Services to You.

7. Warranties and Support

7.1 No Warranties

(a) ZNADOO SOFTWARE acknowledges that certain laws may imply terms, conditions or warranties into contracts for the supply of goods or services that cannot be excluded. Nothing in these Terms is intended to exclude or restrict the application of such laws.

(b) Subject to clause 7.1(a):

(i) the Application and the Services are provided “as is”;

(ii) You expressly acknowledge and agree that Your use of the Application and the Services is at your sole risk;

(iii) You expressly acknowledge that availability and performance of the Services and the Application may vary from region to region within Australia and outside Australia (including as a result of the relevant network coverage);

(iv) ZNADOO SOFTWARE excludes all warranties, representations, implied terms and guarantees about the currency, accuracy, suitability, functionality or reliability of the Application and the Services and any content or information associated with the Application and the Services;

(v) without limitation, ZNADOO SOFTWARE does not warrant that:

(A) the Application is suitable or appropriate for your purposes or any particular purpose or use;

(B) the Application is compatible with Your hardware or software;

(C) functions of the Application (or which you can access through the Application) will be uninterrupted or error free;

(D) defects will be corrected; or

(E) the Application or the server that makes it available is free of errors or viruses, worms or ‘Trojan Horses’.

(c) In respect of any conditions, warranties or guarantees which under applicable laws cannot be excluded, the liability of ZNADOO SOFTWARE is limited at its option, to the replacement, repair of resupply of the relevant goods, or the resupply or refund of the cost of the relevant services.

7.2 No reliance

Without limiting clause 7.1, in accepting these Terms and using the Application, You acknowledge that:

(a) You have not relied on any warranty or representation (whether written or oral) in relation to the Application or the Services;

(b) to the extent ZNADOO SOFTWARE has made any warranties or representations in relation to the Application or the Services, You have been provided with an opportunity to verify the accuracy of that warranty or representation; and

(c) You have relied entirely on Your own enquiries in relation to the Application and the Services, and the appropriateness of the Application and the Services for your purposes.

7.3 Third parties

Subject to clause 2.4, You acknowledge that certain Services and Databases in respect of the Application may be provided by third party subcontractors of ZNADOO SOFTWARE. You agree that ZNADOO SOFTWARE is not responsible for and shall not be liable for:

(a) any failure of or inadequacy in any administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your Materials applied by third party subcontractors;

(b) any breach of any applicable laws by those third party subcontractors;

(c) the accuracy or deletion of Your Materials, the failure to store, transmit or receive the transmission of Your Materials, or the security, privacy, storage or transmission of Your Materials by those third party subcontractors;

(d) any loss of data by those third party subcontractors or inability of those third party subcontractors to restore any data; or

(e) any breach or loss of data during transmission to any Database, other than as a direct result of the gross negligence of ZNADOO SOFTWARE.

7.4 Support

(a) Subject to Your compliance with these Terms, ZNADOO SOFTWARE may provide You with access to certain email and technical support services for operational and technical issues. ZNADOO SOFTWARE shall be entitled to charge You the Support Fees (and You will pay in accordance with clause 4) for all Support Services, other than the reporting of system failures or bugs, provided by ZNADOO SOFTWARE from time to time.

(b) Support Services that are provided by ZNADOO SOFTWARE from time to time may be accessed via the applicable ZNADOO SOFTWARE website during the times prescribed on the website.

(c) For the avoidance of doubt, the Support Services do not include:

(i) correction of defects or errors caused by:

(A) the use of the Application other than in a manner authorised by ZNADOO SOFTWARE or specified in any functional documentations provided by ZNADOO SOFTWARE;

(B) modification, revision, variation, translation or alteration of the Application or Software not authorised by ZNADOO SOFTWARE;

(C) Your failure to provide suitably qualified and adequately trained operating and programming staff for the operation of the Application; or

(D) hardware or equipment fault;

(ii) equipment maintenance; or

(iii) diagnosis or rectification of faults not associated with the Application.

8. Liability and Indemnity

8.1 Indemnity

You indemnify ZNADOO SOFTWARE and its officers, employees, agents and subcontractors (those indemnified) against any Loss to the extent such Loss is suffered or incurred by those indemnified as a result of:

(a) use of the Application and/or the Services by You other than in accordance with these Terms;

(b) any breach of this Agreement by You or Your officers, employees and agents;

(c) any Claim by a third party that Your Materials infringe any third party Intellectual Property right; and

(d) any act or omission by You or Your officers, employees and agents in connection with this Agreement or the Services (including any use of the Application or the Services).

8.2 Limitation of liability

Subject to clauses 7.1(a) and 8.3, ZNADOO SOFTWARE’s liability with respect to any Claim under or in connection with these Terms or the Application or the Services shall not exceed the amount actually paid by You to ZNADOO SOFTWARE in relation to the Services in the 12 months preceding the incident giving rise to the Claim.

8.3 Exclusion of loss

Subject to clause 7.1(a), in no event shall ZNADOO SOFTWARE be liable for any Loss arising from any failure to provide or delay in providing the Services, or any loss of profits, sales, data, orders, opportunity, revenue, goodwill or anticipated savings, economic loss or any other consequential, special, incidental or indirect loss or damage arising under or in connection with these Terms or the Services, however caused and whether arising in contract, tort (including negligence) or otherwise, even if a party has been advised of the possibility of such damages being incurred.

9. Confidentiality

(a) A party (the first party) will not use or disclose the other party’s Confidential Information, other than for the purposes of exercising its rights or performing its obligations under this Agreement (and then only to the extent required), unless the first party:

(i) has obtained the prior written consent of the other party to the disclosure; or

(ii) is legally compelled to do so.

(b) Each party (the applicable party) will take all reasonable steps to ensure that its employees, agents and subcontractors comply in full with the applicable party’s obligations under this clause.

10. Privacy, Website and additional terms

(a) Each party must comply and ensure its employees, agents and subcontractors comply with the Privacy Act 1988 (Cth), to the extent applicable, and any other applicable Laws regarding personal information or privacy.

(b) By using the Application and/or the Support Services, You consent to ZNADOO SOFTWARE collecting, using and disclosing Your Personal Information in accordance with the Privacy Policy. If You do not provide ZNADOO SOFTWARE with Your Personal Information, some or all of the Services may be affected or may be unable to be provided.

(c) Without limiting clause 10(a) or 10(b):

(i) ZNADOO SOFTWARE may disclose Your Personal Information and Your Materials in order to comply with its legal obligations, including to law enforcement agencies, courts and government or regulatory bodies;

(ii) You acknowledge that Your Materials (including any Personal Information contained in Your Materials or transmitted using the Application or stored in any Database) may be transferred to service providers located overseas as described in the Privacy Policy;

(iii) You acknowledge and agree to comply with the contents of the Privacy Policy and hereby provide the consents contained in it and consent to our acting in accordance with it.

(d) You agree to comply with the terms and conditions that apply to the use of and access to any ZNADOO SOFTWARE Application or the Services, including any terms and conditions that apply to use of any Database or storage provided by a third party for an Application, as those terms are disclosed on a ZNADOO SOFTWARE website from time to time.

11. Termination

11.1 Termination by You

You may stop using the Services at any time on written notice to ZNADOO SOFTWARE (or by making the necessary changes to Your Account on the applicable ZNADOO SOFTWARE website. Any Fees paid by you prior to the termination date are not refundable, and termination by You shall not relieve You of any obligation to pay any accrued but unpaid Fees.

11.2 Termination by ZNADOO SOFTWARE

(a) ZNADOO SOFTWARE may at any time terminate this Agreement with You on written notice if:

(i) You have breached any of these Terms;

(ii) clause 4.1(f) applies;

(iii) an Insolvency Event occurs in relation to You;

(iv) the person or entity that Controlled the Subscriber at the commencement of this Agreement changes (or, if no person or entity Controlled the Subscriber at the commencement of this Agreement, a person or entity obtains Control of the Subscriber);

(v) ZNADOO SOFTWARE is required to do so by Law; or

(vi) ZNADOO SOFTWARE has elected to discontinue the Services (or any part thereof).

(b) In addition, notwithstanding any other clause in these Terms, ZNADOO SOFTWARE may at any time terminate this Agreement with You at any time on 30 days’ written notice to the applicable Subscriber.

(c) In the event of termination by ZNADOO SOFTWARE other than for breach of these Terms or pursuant to clause 4.1(f), ZNADOO SOFTWARE will:

(i) use reasonable endeavours to provide you with 30 days prior notice of the termination; and

(ii) provide You with a pro-rata refund of the prepaid but unused portion of the Fees (if any) as at the date of termination.

(d) In the event of termination by ZNADOO SOFTWARE for breach of these Terms or pursuant to clause 4.1(f), ZNADOO SOFTWARE may, in addition to terminating this Agreement:

(i) be regarded as discharged from any further obligations under these Terms (including the obligation under clause 11.3(a)); and

(ii) pursue any additional or alternative remedies provided by Law.

11.3 On termination

Notwithstanding termination or expiry of this Agreement, on termination:

(a) subject to clause 11.2(d)(i), on request by You within 30 days of the date of termination, ZNADOO SOFTWARE will make Your Materials available to You for export or download in the format determined by ZNADOO SOFTWARE (acting reasonably);

(b) save as set out in clause 11.3(a), ZNADOO SOFTWARE will have no obligation or liability to You or any third party in relation to:

(i) Your Materials; or

(ii) the termination of the Services;

(c) all Fees payable under this Agreement must be paid on termination (or earlier if required by this Agreement) and are not refundable on termination. ZNADOO SOFTWARE is hereby authorised to process the required payments at that time in accordance with clause 4.1;

(d) the limited licence set out in clause 6.1 ceases;

(e) You must immediately discontinue your use of the Services and permanently uninstall all instances of the Application from any of Your hardware;

(f) the accrued rights and remedies of the parties are not affected;

(g) each party must return to the other party all materials, signs, and other property provided to that party under this Agreement; and

(h) clauses 4 (Fees), 6 (Intellectual Property and Licences), 8 (Liability and Indemnity), 9 (Confidentiality), 10 (Privacy, Website and additional terms), this clause 11.3 (On termination), 13 (General) and any other provisions that by their nature are intended to survive, shall survive termination or expiry of this Agreement.

12. Free Trial

(a) If You register for a free trial of the Application, ZNADOO SOFTWARE will make the Application available to You for use in accordance with these Terms until the earlier of the date:

(i) the free trial period expires or is terminated (as determined by ZNADOO SOFTWARE); or

(ii) of commencement of a paid subscription for the Application and Services by You pursuant to an Order.

(b) On expiry or termination of the free trial period (as determined by ZNADOO SOFTWARE), if You have not commenced, or have elected not to commence, a paid subscription for the Application and Services, any and all of Your Materials inputted into the Application during the free trial period will be deleted by ZNADOO SOFTWARE without ZNADOO SOFTWARE incurring any liability of any kind to You.

(c) ZNADOO SOFTWARE reserves the right to terminate any free trial at any time and to limit the functionality of the Application, and to reduce the scope of or not provide at all the Support Services, during any free trial period.

13. General

13.1 Governing Law

These Terms are governed by the laws applicable in the State of New South Wales and each party submits to the exclusive jurisdiction of the courts of that State.

13.2 Notices

(a) A party notifying or giving notice under this Agreement must give notice:

(i) in writing;

(ii) addressed to the address of the party specified in the applicable Order or such other address as notified in writing by that party from time to time; and

by either:

(iii) delivering it to that address; or

(iv) sending it by by pre-paid mail to that address; or

(v) in the case of notices provided by ZNADOO SOFTWARE only, sending an email to the email address You provided in the applicable Order.

(b) A notice or other communication is taken to have been given (unless otherwise proved):

(i) if delivered by hand, on the date of delivery; or

(ii) if mailed, on the second Business Day after posting; or

(iii) if emailed (in the case of notices provided by ZNADOO SOFTWARE only), on the date of sending the email.

(c) A party may change its address for service by giving notice of that change in writing to the other party.

(d) Email is not a valid method of service for You to notify ZNADOO SOFTWARE or give notice to ZNADOO SOFTWARE under this Agreement.

13.3 Entire Agreement

In relation to their subject matter, these Terms:

(a) comprise the whole agreement between the parties; and

(b) supersede all oral and written communications by or on behalf of any of the parties (including any term sheet or letter of intent).

To the extent that any terms in any purchase order issued by You or a Subscriber in respect of the subject matter of this Agreement) are inconsistent with this Agreement, the terms of this Agreement shall prevail.

13.4 Reading Down

If part or all of any clause of these Terms is illegal, invalid or unenforceable it will be read down to the extent necessary to ensure that it is not illegal, invalid or unenforceable, but if that is not possible:

(a) it will be severed from these Terms and the remaining provisions of these Terms will continue to have full force and effect; and

(b) the parties will attempt to replace that severed part with a legally acceptable alternative clause that meets the parties’ original intention in relation to the subject matter of the severed clause.

13.5 Delay

Without limiting clause 2.2(b), a party will not be liable for any failure or delay in the performance of its obligations under these Terms if the failure or delay is outside of that party’s reasonable control. This clause 13.5 does not apply to an obligation to pay money.

13.6 Assignment and Subcontracting

You may not assign or attempt to assign or otherwise transfer any right or obligation arising out of these Terms without the prior written consent of ZNADOO SOFTWARE, which may be given or withheld or conditioned in ZNADOO SOFTWARE’s absolute discretion.

You agree that ZNADOO SOFTWARE may at any time and for any duration subcontract to any third party the performance of any or all of ZNADOO SOFTWARE’s obligations under this Agreement or in connection with the Application and ZNADOO SOFTWARE may remove or replace any such third party from time to time at its discretion.

13.7 Relationship of Parties

The parties are independent contractors. Nothing in these Terms shall be deemed to create a relationship of employer-employee, principal-agent, association, partnership, joint venture or agency between or among the parties or any of their respective personnel.

13.8 Waiver

A party’s failure to exercise or delay in exercising a power or right does not operate as a waiver of that power or right.

13.9 Further Assurance

Each party will from time to time do all things (including executing all documents) necessary or desirable to give full effect to these Terms.

13.10 Rights Cumulative

The rights and remedies provided in this Agreement are cumulative and do not exclude any rights or remedies provided by law.

14. Definitions

In these Terms:

Agreement means these Terms and the applicable Order. In the event of any inconsistency between the terms of this Agreement the terms contained in the Order shall prevail to the extent of the inconsistency over these Terms.

Application means the ZNADOO SOFTWARE Field Sales order entry software application, incorporating the Software and the Databases, as included in the applicable Order.

Claim means any action, claim, demand, suit, judgment or proceedings of any nature or kind whatsoever.

Confidential Information includes all information exchanged between ZNADOO SOFTWARE and You, whether in writing, electronically or orally, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (but does not include information which is, or which becomes, publicly available other than through a disclosure in breach of these Terms). Your Confidential Information includes Your Materials and ZNADOO SOFTWARE Confidential Information includes the ZNADOO SOFTWARE Materials, the Services, the Application, the Software, the Databases, the terms and conditions of this Agreement and any Order (including pricing) to the extent not publicly available, and any business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by ZNADOO SOFTWARE.

Control has the meaning given in the Corporations Act 2001 (Cth).

Databases means the ZNADOO SOFTWARE Field Sales order entry software application databases provided for Your use (which may be provided by third parties).

End User means a person or entity that uses the Services or the Application pursuant to this Agreement with the Subscriber.

Fees means the Licence Fee and the Support Fee (plus any applicable Taxes).

GST means goods and services tax payable under the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event occurs if You go into liquidation, administration, insolvency, bankruptcy or such other similar arrangement with creditors (or if, in the reasonable opinion of ZNADOO SOFTWARE, You are reasonably likely to do so).

Intellectual Property or IPR means all intellectual property rights and related rights in Australia and throughout the world, including patents, copyright (including moral rights), rights in circuit layouts, registered designs, trademarks and the right to have confidential information kept confidential, and any application or right to apply for registration of any of those rights.

Laws means:

(a) the common law and equity;

(b) any statute, regulation, by-law, ordinance or subordinate legislation; or

(c) any licence, permit, authorisation, accreditation, code of practice, code of conduct or other requirement which is enforceable against a party or which is issued under an instrument referred to in paragraph (b).

Licence Fee means the monthly licence fees payable by You relating to the provision of the Application, as specified in the applicable Order or as otherwise published on the ZNADOO SOFTWARE website (www.ZNADOO SOFTWARE.com) or as otherwise agreed between the parties, and as may be amended in accordance with this Agreement.

Losses means all liabilities, losses, damages and costs and expenses suffered or incurred in connection with a Claim.

Materials means any materials provided by ZNADOO SOFTWARE or You under or in connection with the Services, including without limitation:

(a) software;

(b) information, data, documents, images, photographs, graphics, audio, videos or webcasts; or

(c) products.

Order means an order submitted (online or otherwise) to and accepted by ZNADOO SOFTWARE for use of the Application (and, if submitted by completing an Order on the Order page of the ZNADOO SOFTWARE website, includes the information entered on that Order page).

parties means ZNADOO SOFTWARE and You.

ZNADOO SOFTWARE means ZNADOO SOFTWARE Pty Ltd (ABN 90 097 947 012).

ZNADOO SOFTWARE Marks means the trademarks, logos and service marks displayed on or used by ZNADOO SOFTWARE in relation to the Application.

ZNADOO SOFTWARE Materials means any Materials (including the Application) provided by ZNADOO SOFTWARE under or in connection with these Terms, the Application or the Services.

Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth).

Privacy Policy means ZNADOO SOFTWARE’s privacy policy, available at www.ZNADOO SOFTWARE.com/privacy-policy, as updated from ZNADOO SOFTWARE from time to time.

Services means making the Application available to You for use in accordance with these Terms, and all other services to be provided by ZNADOO SOFTWARE under or in connection with these Terms, including the Support Services, including any services described in the applicable Order.

Software means the ZNADOO SOFTWARE software code and associated documentation, including without limitation the Application and any present and future mobile and tablet applications (including the Application) related to the Application and all related content files, drivers, patches or fonts.

Subscriber means the person or entity named in an Order that registers to use Application by executing an Order and includes, where relevant, any other person or entity named in the Order on behalf of whom that first person/entity registers to use the Application.

Support Fees means the fees (which may be a monthly charge or on a “pay per use” basis) payable by You in relation to the Support Services, as specified in the applicable Order or as otherwise published on the ZNADOO SOFTWARE website (www.ZNADOO SOFTWARE.com) or as otherwise agreed between the parties, and as may be amended in accordance with this Agreement.

Support Services means the support services which may be provided by ZNADOO SOFTWARE at ZNADOO SOFTWARE’s discretion, as described on the applicable ZNADOO SOFTWARE website.

Taxes has the meaning given in clause 4.3(a).

Terms means these ZNADOO SOFTWARE Field Sales Terms of Use, as amended from time to time in accordance with clause 5.

You means each of you, the Subscriber and each End User, and Your has the corresponding meaning.

Your Materials means any Material that is inputted or transmitted by You or with Your authority into or through the Application.

© CANDOOTOO Pty Ltd (ACN 617 902 244) as Trustee For THE CANDOO FAMILY TRUST TRADING AS ZNADOO SOFTWARE (ABN 236 070 826 54).