Syncfish CI Synchronizer Subscriber Agreement
— Last updated: October 30th, 2023
1. Contract
(a) This Agreement governs your subscription to, and our provision of, the Services. This Agreement consists of:
(1) your Order;
(2) these terms and conditions; and
(3) the Service Specification,
(the Agreement).
(b) In the event of any conflict between the documents that comprise this Agreement, the document listed higher in paragraph (a) will take precedence.
(c) The Order may be a separately issued order form document or it may be an online form accepted by you, when you sign up for the Services.
2. Software and services
2.1. Provision of Services
We will make the Services available to you pursuant to this Agreement, during the Term, solely for your internal business purposes.
2.2. Ownership
We (or our licensors) own all right, title and interest, including all Intellectual Property Rights, in and to the Services, Software, the Service Specification and any other materials provided by us to you through the provision of the Services. This includes all improvements, enhancements, and modifications to, and derivative works of, the Software and Service Specification.
2.3. Licence to access the Software
In consideration of the Fees and subject to your ongoing compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable right for you and your End Users to access and use the Software and Service Specification during the Term, for your internal business purposes. You and your End Users may only access and use the Software through the URL designated by us and only with valid User Accounts granted to you and your End Users by us. You have no right to receive a copy of or install the Software.
2.4. Service Specification
The Service Specification sets out further information relating to the provision of the Services. We may update the Service Specification from time to time.
2.5. Support
The Services include support services as set out in the Service Specification. Where the Service Specification sets out service levels applicable to the support services, we will use reasonable endeavours to provide the Services in accordance with those service levels.
2.6. Security
We will implement and maintain security measures designed to prevent unauthorised access to the Services. However, we cannot guarantee that there will never be any unauthorised use, destruction, loss, damage or alteration to the Services or any data residing in the Services. The details of these security measured are outlined in the Service Specification.
2.7. Data location
(a) We may use third party providers of cloud-based infrastructure services, to host the Software used to provide the Services. As such, you acknowledge that Your Materials may be hosted by our hosting provider (the Cloud Host) who may in turn provide the information to their contractors, in order to provide the relevant hosting services. We will only use a Cloud Host which we believe to be reliable and reputable.
(b) The Services may permit you to nominate the location in which Your Materials will be hosted. We will ensure Your Materials are hosted in the location(s) which you nominate. If you change the location(s) which you nominate, then we may charge you the applicable Fees set out in the Service Specification, as well as any applicable third party costs to move Your Materials to the new location. However, there may be circumstances in which we, the Cloud Host and our respective Personnel access Your Materials from outside those locations, or disclose Your Materials under foreign laws they are subject to. Any such access or use will comply with the requirements of this Agreement. Further information about locations we host your Materials from may be set out in the Service Specification.
(c) We will not be liable for a failure to comply with this Agreement or any loss of any kind arising from an act or omission of a Cloud Host or their contractors, except where (and to the extent) the Cloud Host is similarly liable to us for that act or omission.
2.8. Feedback
If you choose to provide comments or feedback to us in relation to the Services, you agree that we may use that feedback for any purpose, and without attribution.
2.9. Software Changes
We may change the Software and or Services from time to time. If we make a material change to the Software, we will inform you. If the changes have a material detrimental effect on the functionality of the Software, you may terminate this Agreement by notifying us in writing accordingly at any time during the 30 day period after such changes have been made (in which case we will refund to you any prepaid Fees on a pro rata basis for the remainder of the then-current period in respect of which you have prepaid Fees).
2.10. Open source software
The Software may include certain free and open source software components (Open Source Software). Your use of Open Source Software is subject to the terms applicable to the Open Source Software and to the extent of any inconsistency between this Agreement and those terms, then the terms applicable to the Open Source Software will prevail. We will provide you details of the Open Source Software and the terms applicable to the Open Source Software on request.
2.11. Trial use
If we provide you with Software or Services on a trial basis (as indicated or implied from the Order), then:
(a) you must only use the Software or Services for the purpose of evaluating them and must not use such Software or Services for production purposes;
(b) either party may terminate this Agreement in respect of such Software or Services on 7 days written notice;
(c) you must ensure that Your Materials do not include any data which is sensitive or valuable in any way;
(d) if the trial ends without you procuring a subscription for use in production, you must permanently delete any data generated from your use of the Software or Services and, if we request, certify in writing that you have done so;
(e) notwithstanding clauses 2 (Software and Services) and 8 (Liability), and subject to our obligations under any Non-Excludable Provision and the maximum extent permitted by law, any Software and Services provided on a trial basis are provided “as-is” and “as available” without any warranty. Except for IPR Claims under clause 7, we will have no liability of any type with respect to such Software or Services for the trial period, unless this exclusion of liability is not enforceable under law in which case our maximum aggregate liability with respect to such Software or Services provided during the trial period shall not exceed A$100 in the aggregate. Without limitation, we and our licensors do not represent or warrant that:
(1) your use of Software or Services during the trial period will meet any particular requirements;
(2) your use of Software or Services during the trial period will be uninterrupted, timely, secure or free from error; and
(3) usage data provided during the trial period will be reliable, complete or accurate; and
(f) your use of such Software or Services is otherwise governed by this Agreement.
2.12. Beta use
If we provide you with Software or Services which is in a beta state of development (as indicated or implied in the Order), then:
(a) you acknowledge and agree that not all functionality specified in the Service Specification will be available for the Software or Services;
(b) notwithstanding clauses 2 (Software and Services) and 8 (Liability), and subject to our obligations under any Non-Excludable Provision and the maximum extent permitted by law, any Software and Services which is in a beta state of development are provided “as-is” and “as available” without any warranty. Except for IPR Claims under clause 7, we will have no liability of any type with respect to such Software or Services, unless this exclusion of liability is not enforceable under law in which case our maximum aggregate liability with respect to such Software or Services shall not exceed A$100 in the aggregate. Without limitation, we and our licensors do not represent or warrant that:
(1) your use of Software or Services during the beta period will meet any particular requirements;
(2) your use of Software or Services during the beta period will be uninterrupted, timely, secure or free from error; and
(3) usage data provided during the beta period will be reliable, complete or accurate;
(c) upon completion of your use of the beta version of the Software or Services, you must permanently delete any data generated from your use of the Software or Services and, if we request, certify in writing that you have done so; and
(d) your use of such Software or Services is otherwise governed by this Agreement.
2.13. Future availability
We only commit to providing you with the Services during the Term, and do not make any commitments regarding the future availability of the Services, or that we will enter into any particular Order with you in the future.
2.14. Professional Services
This Agreement relates to the provision of the Services, which are software-as-a-service only. We may agree to provide you professional services under a separate agreement.
3. Your responsibilities
3.1. Information
You will provide, in a timely manner, any information reasonably requested by us in connection with our provision of the Services. We are entitled to rely on, and will not verify any information provided by you or on your behalf.
3.2. End users
(a) You will ensure that your End Users comply with your obligations under this Agreement, and you are responsible for your End Users’ acts and omissions as if they were your own.
(b) You are responsible for protecting the confidentiality of your password and other details used to access your User Accounts. We may cancel your access to the Services if your login details are used by a third party. You are responsible for any use of the Software through your User Account(s). You must not permit, authorise or enable anyone other than your End Users to access the Software through your User Account.
(c) You will promptly notify us in writing if (i) you become aware that the confidentiality of the details used to access your User Accounts or passwords is compromised; or (ii) you become aware of any unauthorised use of the Software.
(d) You may not license or transfer your rights in relation to the Software except as permitted under clause 12.6.
3.3. Acceptable use
You will not and will ensure that your End Users will not:
(a) use the Services for any purpose that is not permitted by this Agreement;
(b) infringe our or our licensors’ Intellectual Property Rights;
(c) decompile, decipher, disassemble, reverse engineer or otherwise decrypt the Software except to the extent permitted by non-excludable laws;
(d) use the Services or the Software to provide services to a third party or allow any third party to access or use the Software in any way not expressly agreed in writing by us in advance;
(e) integrate or interoperate the Software with other software, hardware or data used or licensed by you without obtaining any necessary permits, consents or licences required;
(f) modify or create a derivative work from the Software;
(g) use the Software in a way prohibited by law;
(h) copy the Software, or frame, scrape, store, publish, transmit or distribute the Software, in a manner that is inconsistent with this Agreement;
(i) use or refer to the Software in developing any goods or services that compete with the goods or services provided by us;
(j) use the Software to spam or distribute malware, for any offensive, harassing, fraudulent or defamatory purpose, or to violate the rights of others;
(k) upload any material to the Software which contains any viruses or other harmful code;
(l) post any content from the Software, other than Your Materials, on any external social networking sites;
(m) use the Software to try to gain unauthorised access to or disrupt any service, device, data, account or network, or in a way that could harm the Software or impair anyone else’s use of them;
(n) breach or attempt to bypass any security measures of the Software, including in relation to any penetration or security testing (or by authorising or directing anyone to do the same);
(o) remove, obscure or modify any trade marks, copyright notices or disclaimers as they appear in the Software; or
(p) disrupt or interfere with the Software, the systems and infrastructure that we use to provide the Software, or any other users of the Software.
3.4. Your Materials
(a) We do not acquire ownership in Your Materials under this Agreement. Your Materials remain your property. You grant us and our Personnel the right to use, store and modify Your Material in connection with our provision of the Software and performance of our obligations and exercise of our rights under this Agreement.
(b) You acknowledge that the Software is not intended to hold or maintain master or original information and agrees that you will be solely responsible for maintaining a backup of all Your Materials.
(c) You must ensure that:
(1) you are permitted to provide Your Materials to us and our Personnel for use in accordance with this Agreement;
(2) Your Materials do not infringe the rights of any third party, including rights related to intellectual property, confidentiality or privacy;
(3) you have made any disclosures and obtained any consents required under law, including the Privacy Act 1988 (Cth), for the use of Your Materials by us and our Personnel in accordance with this Agreement.
3.5. Interface with third parties
The Software is intended for use with third party products which are not supplied by us. We are not responsible for those third party products and cannot guarantee the continued interoperation of our Software with those third party products.
3.6. Licence for third party software
The Software is intended for use with third party products which are not supplied by us. You are responsible for being compliant with the licence obligations of those third party products.
3.7. Information about use
Upon our reasonable request, you will allow us (or a third party acting on our behalf) to undertake an audit or inspection for the purposes of ascertaining whether you are in compliance with this Agreement. You agree to facilitate such audit or inspection by making available relevant records evidencing your use of the Software and by directing your Personnel to cooperate with us.
4. Fees
4.1. Payment
(a) In order to access the Services, you must pay the Fees.
(b) The Fees applicable to the Services are set out in your Order and the Service Specification. We will invoice for the Fees in accordance with this Agreement and your Order. You will pay our invoices within 30 days from the date of issue of the invoice.
(c) Where the Fees are based on your consumption or volumes of your usage:
(1) the Order will set out the agreed, initial volume of usage for the Initial Term, and we will invoice you for that amount in advance (the Pre-Paid Volume);
(2) we will notify you if your usage approaches the Pre-Paid Volume, and invite you to purchase additional volume;
(3) if during the Initial Term your usage exceeds the Pre-Paid Volume, then we may suspend or limit your access or the functionality of the Software or Services until you have purchased additional volume;
(4) there will be no refund for any unused Pre-Paid Volume; and
(5) the volume you actually consume during:
(a) the Initial Term will be used to determine the Pre-Paid Volume for the next occurring Renewal Term; and
(b) the previous Renewal Term will be used to determine the Pre-Paid Volume for the next occurring Renewal Term,
and the remainder of this clause (c) applies equally to the Pre-Paid Volumes applicable for any Renewal Term.
(d) We may review the Fees payable during any Renewal Term by providing you with 30 days’ notice prior to commencement of that Renewal Term.
(e) In addition to any other remedy we may have, we may charge interest on any amount which is unpaid at the due date for payment at the rate of 1.5 per cent per month (or part thereof), or such lower rate as permitted by law, during which the amount remains unpaid.
(f) Payment must be made in the currency agreed in your Order, or if no currency is specified, Australian Dollars.
4.2. Taxes
(a) If you are required by law to make any deduction or withholding from any amount payable to us under or in relation to this Agreement, then the amount payable by you to us will be increased such that net amount received by us is the full amount specified under this Agreement as if there was no deduction or withholding.
(b) The Fees and any other expenses or charges under this Agreement are exclusive of GST (unless stated otherwise). In addition to the amount payable, you must pay us any GST applicable to any taxable supplies, and we will provide you with tax invoices for those supplies.
5. Confidentiality
(a) Each party agrees to use the other’s Confidential Information only in relation to the performance of this Agreement, and not to disclose it, except where required by law. We may give Confidential Information to our Personnel and to others involved in performance of this Agreement or the Services (if any), provided they are subject to confidentiality obligations.
(b) Except to the extent necessary for a party to continue to exercise its rights and perform its obligations under this Agreement or as required by applicable law or professional standard, at any time upon the disclosing party’s request, a receiving party will delete or destroy documents and other materials that contain or constitute Confidential Information of the disclosing party, as directed by the disclosing party.
(c) Notwithstanding other provisions in this Agreement and provided that we comply with our confidentiality obligations, you agree that we may use any information obtained from your use of the Software or supplied by you or anyone working with you for the purposes of improving the Software and our services.
6. Privacy
6.1. Compliance
To the extent that each party collects Personal Information from the other party during the course of performing its obligations under this Agreement, that party will comply with the Privacy Act 1988 (Cth) in relation to such Personal Information.
6.2. Privacy Policy
We will collect, use and disclose any Personal Information provided to us by you in accordance with our Privacy Policy.
6.3. No sensitive personal information
You must not use the Services to collect, store, process or otherwise deal with any sensitive personal information, including any:
(a) debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”);
(b) patient, medical or other health information;
(c) any information that is “sensitive information” under the Privacy Act 1988 (Cth).
7. Intellectual property indemnity
7.1. Indemnity
We will defend any claims against you alleging that the Software infringes a third party’s Intellectual Property Right in Australia (“IPR Claim”) and indemnify you for any judgements awarded against you arising from an IPR Claim that will not be appealed, or any final settlement approved by us.
7.2. Potential claim
When we become aware of any actual or potential IPR Claim, we may at our sole discretion:
(a) modify or replace any part of the Software with functionally equivalent features and performance;
(b) obtain rights for you to continue using the Software; or
(c) terminate this Agreement and issue a refund for the Fees (if any) prepaid for the Services on a pro rata basis.
You agree to abide by our decision and, if directed by us, to stop using the Software.
7.3. Claims procedure
This indemnity is conditional on you:
(a) having complied with and continuing to comply with this Agreement;
(b) notifying us promptly of any actual or threatened IPR Claim;
(c) giving us control of the defence and settlement of the IPR Claim;
(d) complying (at our expense) with all of our reasonable requests in defending or settling the IPR Claim;
(e) taking all reasonable steps to mitigate the amount of your loss; and
(f) except with our prior written consent, not making any admission or acting in a way that may be prejudicial to any litigation or negotiation of the IPR Claim.
7.4. Exclusions
This indemnity does not cover IPR Claims arising from (a) the combination of the Software with products or services not provided by us; (b) modification of or work performed on the Software by any person other than us; (c) modifications to the Software made at your direction; (d) your breach of this Agreement; or (e) Open Source Software. However, clause 7.2 continues to apply to any IPR Claims excluded by this clause 7.4.
8. Liability
8.1. Warranty
(a) All express or implied guarantees, warranties, representations, or other terms and conditions relating to this Agreement or its subject matter, not contained in this Agreement, are excluded from this Agreement to the maximum extent permitted by law.
(b) Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
(c) If any guarantee, warranty, term or condition is implied or imposed in relation to this Agreement under the Australian Consumer Law or any other applicable legislation and cannot be excluded (a Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for breach of the Non-Excludable Provision is limited to one or more of the following at our option:
(1) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
(2) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.
8.2. Liability
Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, our maximum aggregate liability for all causes of action that arise in a Contract Year under or relating to this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to an amount equal to the Fees paid by you under this Agreement during that Contract Year. In calculating our aggregate liability under this clause, any amounts paid or the value of any goods or services replaced, repaired or supplied by us for a breach of any Non-Excludable Provision will be included.
8.3. Consequential loss
Subject to our obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
(a) special, indirect, consequential, incidental or punitive damages; or
(b) damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,
whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
8.4. Your Indemnity
You agree to indemnify us and our Personnel (including any content providers and licensors) from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with:
(a) Your Materials and any use of Your Materials by you or any third party you provide Your Materials to; and/or
(b) your breach of this Agreement.
9. Suspension
We may suspend the use of or access to the Software from time to time:
(a) to perform routine or emergency maintenance;
(b) to implement service changes and upgrades to the Software;
(c) if we reasonably believe that your or any of your End User’s use of the Software could adversely impact other clients’ or their end users’ use of the Software or the hosting environment, such as the servers used to provide the Software;
(d) if there is suspected unauthorised third party access to the Software;
(e) if we reasonably believe that suspension is required to comply with applicable law;
(f) if we become aware of any actual or potential IPR Claim;
(g) to mitigate issues caused by any acts or omissions of third parties or issues with any internet infrastructure;
(h) if you are in breach of this Agreement, or if the Software is, in our opinion, being misused; or
(i) if we are required to do so by law.
Any such suspension or resulting downtime will be limited to the minimum extent necessary in the circumstances, as determined by us.
10. Term and Termination
10.1. Term
(a) This Agreement will commence when we accept your Order for the Services and continue for the Initial Term.
(b) We will invite you to renew the subscription by issuing you with an Order which sets out the Services and the Fees. We will invoice for the Fees in accordance with this Agreement and your Order. You may elect to renew for the Renewal Term by paying the invoice prior to the commencement of the Renewal Term.
10.2. Termination for convenience
(a) You may terminate this Agreement for convenience and without further liability upon 60 days written notice.
(b) If you terminate under this clause, then you will not be entitled to a refund of any pre-paid Fees.
10.3. Termination for cause
Either party may terminate this Agreement by providing written notice to the other party if:
(a) the other party materially breaches its obligations under this Agreement and does not cure such breach within 30 days after receipt of written notice of the breach; or
(b) the other party is or appears likely to be unable to pay its debts or becomes insolvent.
10.4. Effect of termination or expiry
On termination or expiry of this Agreement, you will pay to us any unpaid Fees then due and owing. Upon expiration or termination of this Agreement, you and your End Users will immediately cease accessing and using the Software, and we may disable access and use with immediate effect. For a period of 30 days after the end of the Term, on request, we will permit you to take a copy of Your Materials then stored within the Software. After that period, and subject to any obligation under applicable law to retain Your Materials, we will delete any of Your Materials that we have in our possession. You acknowledge and agree, however, that some of Your Materials may remain in back-up files, deletion logs and similar materials despite our deletion efforts.
11. Dispute Resolution
11.1. Disputes
Except where a party seeks urgent interim relief, a party must not commence court proceedings in relation to any dispute or disagreement arising out of or relating to this Agreement (Dispute) unless it has complied with the provisions of this clause11.
11.2. Dispute Notice
A party claiming that a Dispute has arisen must notify the other party accordingly, which notice must describe the nature of the Dispute (Dispute Notice).
11.3. Negotiation
Within 5 Business Days after receipt of a Dispute Notice, each party must nominate a representative who has express authority to resolve the Dispute, and those representatives must meet to seek to resolve the Dispute by negotiation. All aspects of the negotiation must be kept confidential, and all communications between representatives during the negotiation are made on a without prejudice basis.
11.4. Arbitration
If the Dispute has not been resolved within 10 Business Days after receipt of the Dispute Notice:
(a) where you are a company incorporated in Australia, then any dispute or difference arising out of or in connection with this Agreement must be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules; or.
(b) where you are a company incorporated outside of Australia, the dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration will be Sydney, Australia, and the language of the arbitration will be English. If there is any conflict between this clause and the Rules, this clause will take precedence over the Rules.
12. General
12.1. Notices
Any notice, consent or approval given or made under this agreement:
(a) must be in writing and signed by the representative of the party noted below or such representative notified by each party from time to time;
(b) must be addressed and delivered to the party at the address or email set out in the Order or last notified by the relevant party after the date of this agreement.
(c) will be conclusively taken to be duly given or made when delivered, received or left at the above address or sent to the above email address. If delivery or receipt occurs on a day that is not a Business Day in the place to which the notice is sent or is later than 4.00p.m (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next Business Day in that place.
12.2. Force majeure
Any delay or failure in performance caused by fire, flood, earthquake, elements of nature or acts of God, epidemics, pandemics, wars, terrorist acts, site-specific terrorist threats, cyber attacks and threats, riots, civil disorders, rebellions or revolutions, government orders, network communications failure or delay, or any other cause beyond the reasonable control of a party, is not a breach of this Agreement for so long as such conditions prevail and the party affected by the force majeure event continues to use reasonable efforts to mitigate the force majeure event.
12.3. Entire agreement
(a) Nothing in this Agreement limits any liability either party may have in connection with any representations or other communications (either oral or written) made prior to or during the term of these Agreement, where such liability cannot be excluded (including under section 18 of the Australian Consumer Law).
(b) Subject to paragraph (a), this Agreement supersedes all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.
12.4. Severability
If any provision is found to be unenforceable, the remainder of this Agreement will be enforced to the fullest extent possible.
12.5. Subcontractors
We may use subcontractors to perform the obligations of this Agreement and for the other purposes set out in this Agreement. We remain responsible for the performance of our obligations as set out in this Agreement.
12.6. Assignment
We may assign, novate or transfer our rights or obligations under this Agreement without your prior written consent. You may only assign, novate or transfer your rights and obligations with our prior written consent.
12.7. Rights of third parties
Each party enters into this Agreement in their own legal capacity and not as agent or trustee for any other person, and only you and we have the right to enforce this Agreement.
12.8. Survival
Any clause that is intended to survive termination of this Agreement will do so including, but not limited to, clauses 5, 6, 8, 10.4 and 11 to 13.
12.9. Relationship
We are an independent contractor to you and is not in any partnership, joint venture, fiduciary, employment, agency or other relationship with you. Neither party has the power to bind the other.
12.10. Changes
Any amendment to this Agreement is effective only when agreed in writing.
12.11. Governing Law
This Agreement and any dispute arising from this Agreement, whether contractual or non-contractual, will be exclusively governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts sitting in New South Wales, Australia, including Federal Courts sitting in that State.
12.12. Interpretation
The terms “including”, “for example”, “such as” or any similar expression is not a term of limitation. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this
13. Definitions
The following words and expressions have the meanings given to them below:
“Confidential Information” with respect to a disclosing party, means all information, data and material disclosed by such disclosing party to the receiving party (in whatever form) that is marked or described as, or provided under circumstances reasonably indicating it is, confidential or proprietary. Our Confidential Information includes the Software, the Service Specification and all non-public information and materials (technical, business and otherwise) related to the Software (and the use of it) or provided by us to you in relation to this Agreement.
“Contract Year” means each 12-month period commencing on date on which you first subscribe for the Services and each anniversary of that date.
“Service Specification” has the meaning given in clause 2.1.
“End User” means, subject to clause 3.2, any of your Personnel or other third parties permitted by you to access and use the Software.
“Fee” means the fees payable for the Services as set out in the Order.
“Initial Term” means the period specified as such in your Order.
“Intellectual Property Rights” means all copyrights, patents, rights with respect to trade marks, service marks, and trade dress, trade secret rights, rights in domain names, rights with respect to databases and other compilations and collections of data or information, publicity rights, and other intellectual and industrial property rights anywhere in the world, whether statutory, common law or otherwise.
“Order” means the order setting out the Services which you agree to procure and we agree to provide and the applicable Fees.
“Personal Information” has the meaning given to that term in the Privacy Act 1988 (Cth).
“Personnel” means any officer, employee, agent, contractor or subcontractor of the parties.
“Pre-Paid Volume” has the meaning given in clause 4.1(c)(1).
“Renewal Term” means the period specified as such in your Order.
“Services” means access to the Software as-a-service, together with any ancillary services we agree to provide you as described in the Service Specification.
“Software” means the software products described in the Service Specification.
“Term” has the meaning given in clause 10.1.
“User Account” means an End User account associated with a unique user name and password, through which the End User may access and use the Software as permitted under this Agreement.
“We”, “our” or “us” means Syncfish Pty Ltd (ABN 75 651 455 195).
“Website” means the website operated by us which is www.syncfish.com.au.
“Your Materials” means any information (including any Personal Information) or materials that: (a) you provides to us in connection with this Agreement (including for purposes of making them available to End Users via the Software); or (b) you or any End User inputs, transmits or uploads to, or otherwise stores or processes on or through, the Software.
“You” and “your” means the company specified when subscribing for the Services.
