End User License Agreement - Lexica
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End User Licence Agreement

Lexica Australia Pty Limited-ABN 14 608 430 977

End User Licence Agreement

Lexica Australia Pty Limited-ABN 14 608 430 977
preloder

      INTRODUCTION

      1. This End User Licence Agreement constitutes a legally binding agreement (“Agreement”) between you as a Corporate Subscriber and Lexica Australia Pty Limited ABN 14 608 430 977 which governs your use of the Lexica Software.

      2. By subscribing to, accessing, downloading and using the Software, you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below.

      3. If you do not accept the terms of this Agreement you are not authorised to subscribe to or use the Lexica Software.

      Operative Words

  1. Meaning of words

    In this agreement:

    1. “Business Days” means business days in New South Wales, Australia;

    2. “Client ” refers to any client of a Corporate Subscriber or any person referred by a Corporate Subscriber who is sent and completes the succession, estate planning, financial planning or annual review questionnaire on or via the Software;

    3. “Content” refers to all information and content within and generated by the Software and Documentation, including Client risk assessment reports and Marketing Materials available for distribution to Clients;

    4. “Corporate Subscriber ” and you means you the end-user of the Software;

    5. “Documentation ” includes the printed and electronic materials as made available by us in relation to the Software, including user guides, reference documents, training and technical documents and videos;

    6. “Fee” and “Fees” means the monthly subscription fee payable by you for your access to and use of the Software, as set out in Schedule 1;

    7. “Intellectual Property” means, whether registered or not, all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;

    8. “Lexica, we, us” and our refer to Lexica Australia Pty Limited ABN 14 608 430 977 and any of its related bodies corporate to which this Agreement applies;

    9. “Marketing Materials” means the printed and electronic materials as made available by us from time to time for distribution by you to Clients;

    10. “Notice” includes a disclaimer, a disclosure or other statement and a consent provided in writing;

    11. “Referral Terms” means the terms contained in clause 3 of this agreement;

    12. “Related body corporate” has the meaning given in the Corporations Act 2001 (Cth); Page 2 of 12

    13. “Software” means the software licensed, developed and amended from time to time by us;

    14. “Website” refers to www.lexica.online and any variation or tailored version of the website created for your use; and

    15. The singular includes the plural and vice versa.

  2. Licence to use the Software, Documentation and distribute Marketing Materials

    1. We grant you a limited, non-exclusive, non-transferable licence to access, download and use the Software and the Documentation in order to:

      1. provide Clients with access to the Software’s questionnaire and risk assessment services;
      2. manage your Clients and their estate planning, succession planning and financial planning needs; and
      3. arrange for your Clients to receive estate planning, succession or financial planning products or services from qualified third party professionals.
    2. We grant you a limited, non-exclusive, non-transferrable licence to apply your branding to and distribute the Marketing Materials to your Clients in order to:

      1. provide Clients with information about estate planning, succession planning and financial planning; and
      2. promote the Software’s questionnaire(s) to Clients.
    3. The licences granted under clauses 2(a) and 2(b):

      1. are granted for the period for which you have paid the Fee, and until such time as this Agreement is terminated;
      2. do not constitute a sale of the Software, Marketing Materials or Documentation;
      3. do not include any right to sublicense the Software, Marketing Materials or Documentation; and
      4. are subject to your compliance with the terms of this Agreement.
  3. Referral Terms

    1. Where Clients’ use of the Software’s questionnaire and risk assessment services or Marketing Material generates an interest in or request for estate planning, succession planning or financial planning leads or services, you must refer all Clients to the qualified third party professional service providers as specified by Lexica in Schedule 2 to this Agreement.

    2. For the products and services provided to Clients by third party professionals under clause 3(a), you will be entitled to receive a portion of the third party professional fees charged, as specified in Schedule 3 to this Agreement.

    3. You must comply with the terms of the Competition and Consumer Act 2010, the Australian Solicitors’ Conduct Rules 2015, the Legal Profession Uniform Law 2015 and any other applicable laws and regulations when referring Clients to the qualified third party professional service provider specified in Schedule 2, including but not limited to disclosing to Clients any Referral Fee that may be payable to you under this or any other agreement.

    4. If you do not wish to refer Clients to one of the professional service providers listed in Schedule 2, you may use any other professional service provider. Page 3 of 12. Lexica Australia Pty Ltd will not be responsible or liable for any work that is carried out by other third parties.

  4. User obligations

    1. You are responsible for your use of the Software, Content, Documentation and Marketing Materials. This includes but is not limited to:

      1. maintaining the security of user names and passwords required for use of the Software;
      2. maintaining adequate security measures to prevent unauthorised or inappropriate use of the Software, Documentation and Marketing Materials;
      3. ensuring adequate configuration, operation and maintenance of any computer and communication systems used with the Software; and
      4. establishing and maintaining adequate backup and recovery systems to minimise and prevent adverse consequences in the event that the Software malfunctions.
    2. You acknowledge that you have relied on your own skill, knowledge, experience and judgement to verify that the Software meets your requirements and that you are not relying on any implied warranty of fitness for your needs.

    3. You are responsible for obtaining all applicable regulatory permits, permissions, approvals and licences required for the operation of your business as a Corporate Subscriber including the provision of any advice and referral of services to your Clients. By subscribing to and using the Software you warrant your compliance with this clause and any applicable regulatory and licensing requirements.

    4. You acknowledge that the Content and Marketing Materials do not constitute financial or legal advice and agree to disclose this to Clients to whom you distribute the Content and Marketing Materials before or at the same time as you distribute the materials.

  5. Corporate Subscriber accounts

    1. To access and use the Software, you will need to open an account with Lexica and subscribe to the Software by paying the applicable Corporate Subscriber Fee. You will then be able to log in to the Software via an Internet Browser.

    2. To use our Software, you must be located within Australia.

    3. You are responsible for maintaining the security and confidentiality of your user credentials and password and ensuring that these details remain accurate and up-to-date.

    4. You are responsible for any and all activities that occur under your Corporate Subscriber account. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.

    5. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you will be held liable for losses incurred by us or another party due to someone else using your account or password.

    6. You may not use anyone else’s account at any time, nor assign or transfer your account to any other person.

    7. You agree to maintain and update your user information, data and password as required to keep it accurate, current, and complete. Page 4 of 12

    8. You agree that we may store and use the information and data you provide us, which includes your Clients’ information. All personal information will be held and used in accordance with our Privacy Policy.

      1. You agree that your payment card information will be held by us for use in maintaining your accounts and for billing fees to your payment card.
    9. You acknowledge and agree that we may establish general practices and limits for the use of the Software, including without limitation:

      1. the maximum number of days that content will be retained;
      2. the maximum disk space that will be allotted on our servers on your behalf; and
      3. the maximum number of times (and the maximum duration for which) you may access the Software in a given period of time; and
    10. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted by or via the Software.

  6. Software updates and modifications

    1. We do not make any warranty that we will release updates, service packs, patches or hot fixes in relation to any defects in the Software. Any updates to the Software will be made at our sole discretion.

    2. We may modify the Software at any time in accordance with our normal maintenance and update release process, and if you are dissatisfied with a modification your sole remedy will be to cease using the Software.

  7. Fees and payment

    1. The licence referred to in clause 2 will only be granted upon payment of the applicable Fees set out in Schedule 1.

  8. Limitation of liability

    1. To the extent permitted by law, we exclude the application of all terms, conditions, warranties and representations express or implied by statute or otherwise.

    2. To the maximum extent permitted by law we do not warrant that the Software, Content, or Documentation are free from defects or that it will perform in compliance with any specifications, laws or your requirements. We do not guarantee uninterrupted access to and use of the Software at all times.

    3. Neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss, harm or liability, or any costs, charges or expenses you or a third party may incur in connection with or arising from the Software, Content, Documentation or Marketing Materials including but not limited to any interruption, inaccuracy, error, or omission, regardless of cause.

    4. This limitation exists whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.

    5. Our liability for a breach of a condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:

      1. correcting and resupplying the Software;
      2. correcting and resupplying the Software;
      3. refunding any fees paid by you for the Software, in which case the licence to use our Software and this Agreement will be terminated.
  9. Limitation of liability

    1. You agree to indemnify, and hold us harmless from any claims, actions, damages or demands relating to or arising out of your use of the Software, Content, Documentation or Marketing Materials including:

      1. your use or misuse of the Software;
      2. any violation of this Agreement by you;
      3. any violation of third party rights by you; and
      4. any unlawful, wilful or negligent act or omission by you.
  10. Limitation of liability

    1. We do not guarantee that information or media transmitted over the internet and/or through the Software is totally secure. Therefore, when you or Clients use the Software or Content or provide any information through the Software you do so at your own risk. We take reasonable steps to keep all data and information secure while it is in our own systems but we do not guarantee that it is secure.

    2. Your use of our Software is at your own risk. We do not guarantee that our Software is free from viruses, or that access to our Software will be uninterrupted.

  11. Information about you & your privacy

    1. When you download and use our Software, we may collect personal information about you, including your credit card or payment details. Ordinarily, we tell you the purposes for which we collect that information when it is collected. As a general rule, we only collect such information which is necessary for us to provide our product to you or to maintain our relationship with you.

    2. Our Privacy Policy sets out how we collect and deal with personal information generally, including our use of cookies on your device(s). Our Privacy Policy forms part of this Agreement, and if inconsistent with this Agreement, this Agreement will take precedence.

    3. By downloading, installing and using the Software you acknowledge and agree with our Privacy Policy, and consent for us to collect and disclose your personal information as necessary to provide the product to you.

  12. Third party websites

    1. The Software may contain links to other products and services of third parties. We do not endorse or otherwise approve the owners or operators of the third party business, third party website, or the information, graphics and material on those websites or the goods or services (including software) offered on those websites.

    2. To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website, application or the goods and services (including software) offered by a third party or any information appearing in any product or service we may offer.

    3. We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing third party Page 6 of 12 services or any links to third party applications or websites contained in our Software or website.

    4. Third party applications and websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party application or website.

  13. Intellectual Property

    1. You acknowledge all Content and Intellectual Property held, located within and related to our Software, Content, Documentation and Marketing Materials is the property of Lexica and its related bodies corporate and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in Lexica’s Content or Intellectual Property.

    2. Any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information you provide to or jointly develop with Lexica, that becomes a part of the Software shall belong solely to Lexica.

    3. Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Software, Content, Documentation or Marketing Materials without our prior written consent.

    4. Our Software and Intellectual Property includes trade marks owned by us (or our related bodies corporate). You must not use any of these trade marks in any way without our prior written consent.

    5. Our Software and Intellectual Property includes trade marks owned by us (or our related bodies corporate). You must not use any of these trade marks in any way without our prior written consent.

    6. You must not, without our prior written consent, redistribute or resell the Software, Documentation or Marketing Materials or the Intellectual Property in the Software, Documentation or Marketing Materials.

    7. You agree that you will not do or cause to be done any act or thing that may impair any of Lexica’s Intellectual Property rights in connection with the Software, Code and Documentation.

    8. You agree that you must not:

      1. copy, sell, market, license, sublicense, lend, loan, distribute, transmit, rent, lease, upload, post, electronically transfer or otherwise assign or transfer or directly or indirectly permit any third party to use, access, exploit or copy any part of the Software, Content, Documentation or Marketing Materials;
      2. copy ideas, features, functions or graphics of the Software, Content, Marketing Materials or Documentation for use in another product or service; or
      3. incorporate or use the Software in whole or in part in any other software, service or product.
  14. Permitted use and licence

    1. You agree not to use the Software, Content, Documentation or Marketing Materials:

      1. for any purpose that is unlawful or prohibited by this Agreement;
      2. in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the Software; Page 7 of 12
      3. to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server through hacking, password mining or any other means;
      4. to attempt to obtain any materials or information through any means not intentionally made available through our Software;
      5. to offer or provide a commercial bureau or application service provider service;
      6. to transmit or otherwise make available any content or media that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
      7. to impersonate any person or entity;
      8. to transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
      9. to transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;
      10. to stalk or otherwise harass another; or
      11. to collect or store personal data about other users.
    2. You agree to not:

      1. modify, customise, reverse engineer or disassemble the Software;
      2. input or store materials into or in the Software containing software viruses, worms, trojan horses or other harmful computer code, files scripts, agents or programs;
      3. interfere with or disrupt the integrity or performance of the Software; or
      4. circumvent, alter or modify disabling mechanisms which may be resident in the Software or mechanisms that control access to use of the Software.
    3. We have the right (but not the obligation) in our sole discretion to:

      1. refuse the transmission of any Content via the Software;
      2. refuse access to or use of the Software;
      3. move any Content that is available via the Software;
      4. to remove any Content that violates this Agreement or is otherwise deemed by us to be objectionable;
      5. preserve or disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or the personal safety of our staff, other users and the public.
    4. As a condition of your use of our Software, you authorise us to include you or your organisation’s name in our published list of users.

  15. Termination and modification of Software

    1. We may in our sole discretion immediately suspend, terminate or limit your access to the Software, Content, Documentation or Marketing Materials if:

      1. we deem that you are in breach of this Agreement or our Privacy Policy;
      2. you have not paid any Fee payable under this Agreement on the date they are due; or
      3. we deem that your use of the Software is low and warrants termination of your access.
    2. We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the Software, Content, Documentation or Marketing Materials.

    3. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software, Content, Documentation and Marketing Materials (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Software, Content, Documentation, Marketing Materials or our related services.

  16. Notice

    1. Lexica may give Notice under this Agreement by means of notice on the Software, on our website, or by email.

  17. Jurisdiction, severability and waiver

    1. The information in our Software and this Agreement have been prepared in accordance with the laws of the New South Wales and the Commonwealth of Australia. The Software may not comply with the laws of any other State or country.

    2. The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of New South Wales, and we both agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

    3. If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect.

    4. Any failure or delay by Lexica in exercising any right, power or privilege available to us will not operate as a waiver of that power or right.

  18. Changes to this Agreement

    1. This statement sets out our current End User Licence Agreement for our Software. It replaces any other Licence Agreement which we have previously issued.

    2. We may amend this Agreement (including the fee schedule) at any time. If we do, we will inform you of any update by way of E-mail. By accepting this Agreement, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of the Software will constitute your acceptance of those amendments. Page 9 of 12

    3. Changes to the fee schedule or Referral Terms will take effect 30 days after this change is published on our website.

    4. We suggest you periodically review our website for any changes.

    5. All information within the Software is subject to change without notice.

  19. Contacting us

    1. If you have any questions regarding this Agreement please contact us at [email protected]

INTRODUCTION

  • This End User Licence Agreement constitutes a legally binding agreement (“Agreement”) between you as a Corporate Subscriber and Lexica Australia Pty Limited ABN 14 608 430 977 which governs your use of the Lexica Software.
  •  By subscribing to, accessing, downloading and using the Software, you warrant your acceptance of and agree to be bound by the terms and conditions of this Agreement as set out below.
  • If you do not accept the terms of this Agreement you are not authorised to subscribe to or use the Lexica Software.

OPERATIVE PART

1. Meaning of words

In this agreement:

  • Business Days means business days in New South Wales, Australia;
  • Client refers to any client of a Corporate Subscriber or any person referred by a Corporate Subscriber who is sent and completes the succession, estate planning, financial planning or annual review questionnaire on or via the Software;
  • Content refers to all information and content within and generated by the Software and Documentation, including Client risk assessment reports and Marketing Materials available for distribution to Clients;
  • Corporate Subscriber and you means you the end-user of the Software;
  • Documentation includes the printed and electronic materials as made available by us in relation to the Software, including user guides, reference documents, training and technical documents and videos;
  • Fee and Fees means the monthly subscription fee payable by you for your access to and use of the Software, as set out in Schedule 1;
  • Intellectual Property means, whether registered or not, all copyright, designs and industrial designs, circuit layouts, trademarks, service marks and commercial names and designations, trade secrets, know-how confidential information, patents, invention and discoveries, literary artistic and scientific works, inventions in all fields of human endeavour, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields;
  • Lexica, we, us and our refer to Lexica Australia Pty Limited ABN 14 608 430 977 and any of its related bodies corporate to which this Agreement applies;
  • Marketing Materials means the printed and electronic materials as made available by us from time to time for distribution by you to Clients;
  • Notice includes a disclaimer, a disclosure or other statement and a consent provided in writing;
  • Referral Terms means the terms contained in clause 3 of this agreement;
  • related body corporate has the meaning given in the Corporations Act 2001 (Cth);
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  • Software means the software licensed, developed and amended from time to time by us;
  • website refers to www.lexica.online and any variation or tailored version of the website created for your use; and
  • the singular includes the plural and vice versa.

2. Licence to use the Software, Documentation and distribute Marketing Materials

  • We grant you a limited, non-exclusive, non-transferable licence to access, download and use the Software and the Documentation in order to:
    • provide Clients with access to the Software’s questionnaire and risk assessment services;
    • manage your Clients and their estate planning, succession planning and financial planning needs; and
    • arrange for your Clients to receive estate planning, succession or financial planning products or services from qualified third party professionals.
  • We grant you a limited, non-exclusive, non-transferrable licence to apply your branding to and distribute the Marketing Materials to your Clients in order to:
    • provide Clients with information about estate planning, succession planning and financial planning; and
    • promote the Software’s questionnaire(s) to Clients.
  • The licences granted under clauses 2(a) and 2(b):
    • are granted for the period for which you have paid the Fee, and until such time as this Agreement is terminated;
    • do not constitute a sale of the Software, Marketing Materials or Documentation;
    • do not include any right to sublicense the Software, Marketing Materials or Documentation; and
    • are subject to your compliance with the terms of this Agreement.

3. Referral Terms

  • Where Clients’ use of the Software’s questionnaire and risk assessment services or Marketing Material generates an interest in or request for estate planning, succession planning or financial planning leads or services, you must refer all Clients to the qualified third party professional service providers as specified by Lexica in Schedule 2 to this Agreement.
  • For the products and services provided to Clients by third party professionals under clause 3(a), you will be entitled to receive a portion of the third party professional fees charged, as specified in Schedule 3 to this Agreement.
  • You must comply with the terms of the Competition and Consumer Act 2010, the Australian Solicitors’ Conduct Rules 2015, the Legal Profession Uniform Law 2015 and any other applicable laws and regulations when referring Clients to the qualified third party professional service provider specified in Schedule 2, including but not limited to disclosing to Clients any Referral Fee that may be payable to you under this or any other agreement.
  • If you do not wish to refer Clients to one of the professional service providers listed in Schedule 2, you may use any other professional service provider.
    Page 3 of 12.
    Lexica Australia Pty Ltd will not be responsible or liable for any work that is carried out by other third parties.

4. User obligations

  • You are responsible for your use of the Software, Content, Documentation and Marketing Materials. This includes but is not limited to:
    1. maintaining the security of user names and passwords required for use of the Software;
    2. maintaining adequate security measures to prevent unauthorised or inappropriate use of the Software, Documentation and Marketing Materials;
    3. ensuring adequate configuration, operation and maintenance of any computer and communication systems used with the Software; and
    4. establishing and maintaining adequate backup and recovery systems to minimise and prevent adverse consequences in the event that the Software malfunctions.
  • You acknowledge that you have relied on your own skill, knowledge, experience and judgement to verify that the Software meets your requirements and that you are not relying on any implied warranty of fitness for your needs.
  • You are responsible for obtaining all applicable regulatory permits, permissions, approvals and licences required for the operation of your business as a Corporate Subscriber including the provision of any advice and referral of services to your Clients. By subscribing to and using the Software you warrant your compliance with this clause and any applicable regulatory and licensing requirements.
  • You acknowledge that the Content and Marketing Materials do not constitute financial or legal advice and agree to disclose this to Clients to whom you distribute the Content and Marketing Materials before or at the same time as you distribute the materials.

5. Corporate Subscriber accounts

  • To access and use the Software, you will need to open an account with Lexica and subscribe to the Software by paying the applicable Corporate Subscriber Fee. You will then be able to log in to the Software via an Internet Browser.
  • To use our Software, you must be located within Australia.
  • You are responsible for maintaining the security and confidentiality of your user credentials and password and ensuring that these details remain accurate and up-to-date.
  • You are responsible for any and all activities that occur under your Corporate Subscriber account. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.
  • We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you will be held liable for losses incurred by us or another party due to someone else using your account or password.
  • You may not use anyone else’s account at any time, nor assign or transfer your account to any other person.
  • You agree to maintain and update your user information, data and password as required to keep it accurate, current, and complete.
    Page 4 of 12
  • You agree that we may store and use the information and data you provide us, which includes your Clients’ information. All personal information will be held and used in accordance with our Privacy Policy.
    1. You agree that your payment card information will be held by us for use in maintaining your accounts and for billing fees to your payment card.
  • You acknowledge and agree that we may establish general practices and limits for the use of the Software, including without limitation:
    1. the maximum number of days that content will be retained;
    2. the maximum disk space that will be allotted on our servers on your behalf; and
    3. the maximum number of times (and the maximum duration for which) you may access the Software in a given period of time; and
  • You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted by or via the Software.

6. Software updates and modifications

  • We do not make any warranty that we will release updates, service packs, patches or hot fixes in relation to any defects in the Software. Any updates to the Software will be made at our sole discretion.
  • We may modify the Software at any time in accordance with our normal maintenance and update release process, and if you are dissatisfied with a modification your sole remedy will be to cease using the Software.

7. Fees and payment

  • The licence referred to in clause 2 will only be granted upon payment of the applicable Fees set out in Schedule 1.

8. Limitation of liability

  • To the extent permitted by law, we exclude the application of all terms, conditions, warranties and representations express or implied by statute or otherwise.
  • To the maximum extent permitted by law we do not warrant that the Software, Content, or Documentation are free from defects or that it will perform in compliance with any specifications, laws or your requirements. We do not guarantee uninterrupted access to and use of the Software at all times.
  • Neither we, nor any of our employees, agents or officers are liable to you for any direct or indirect loss, harm or liability, or any costs, charges or expenses you or a third party may incur in connection with or arising from the Software, Content, Documentation or Marketing Materials including but not limited to any interruption, inaccuracy, error, or omission, regardless of cause.
  • This limitation exists whether your claim would otherwise arise in contract, under the law of torts (including negligence), by statute or otherwise.
  • Our liability for a breach of a condition or warranty implied by law or otherwise, and which cannot be excluded, is limited to the extent possible, at our option, to:
    1. correcting and resupplying the Software;
    2. supplying a workaround for defects in the Software; or
      Page 5 of 12
    3. refunding any fees paid by you for the Software, in which case the licence to use our Software and this Agreement will be terminated.

9. Indemnity

  • You agree to indemnify, and hold us harmless from any claims, actions, damages or demands relating to or arising out of your use of the Software, Content, Documentation or Marketing Materials including:
    1. your use or misuse of the Software;
    2. any violation of this Agreement by you;
    3. any violation of third party rights by you; and
    4. any unlawful, wilful or negligent act or omission by you.

10. Software security

  • We do not guarantee that information or media transmitted over the internet and/or through the Software is totally secure. Therefore, when you or Clients use the Software or Content or provide any information through the Software you do so at your own risk. We take reasonable steps to keep all data and information secure while it is in our own systems but we do not guarantee that it is secure.
  • Your use of our Software is at your own risk. We do not guarantee that our Software is free from viruses, or that access to our Software will be uninterrupted.

11. Information about you & your privacy

  • When you download and use our Software, we may collect personal information about you, including your credit card or payment details. Ordinarily, we tell you the purposes for which we collect that information when it is collected. As a general rule, we only collect such information which is necessary for us to provide our product to you or to maintain our relationship with you.
  • Our Privacy Policy sets out how we collect and deal with personal information generally, including our use of cookies on your device(s). Our Privacy Policy forms part of this Agreement, and if inconsistent with this Agreement, this Agreement will take precedence.
  • By downloading, installing and using the Software you acknowledge and agree with our Privacy Policy, and consent for us to collect and disclose your personal information as necessary to provide the product to you.

12. Third party websites

  • The Software may contain links to other products and services of third parties. We do not endorse or otherwise approve the owners or operators of the third party business, third party website, or the information, graphics and material on those websites or the goods or services (including software) offered on those websites.
  • To the extent permitted by law, we are not responsible or liable for, and give no warranty in respect of, any third party website, application or the goods and services (including software) offered by a third party or any information appearing in any product or service we may offer.
  • We may receive payments from third parties in relation to goods or services supplied or received as a result of users and third parties accessing third party
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    services or any links to third party applications or websites contained in our Software or website.
  • Third party applications and websites are not subject to our privacy standards so you should review the privacy policy and any other relevant notice that appears on a third party application or website.

13. Intellectual Property

  • You acknowledge all Content and Intellectual Property held, located within and related to our Software, Content, Documentation and Marketing Materials is the property of Lexica and its related bodies corporate and protected by Intellectual Property law. Nothing in this Agreement conveys or vests to you any interests or ownership in Lexica’s Content or Intellectual Property.
  • Any improvements, suggestions, ideas, enhancement requests, feedback, recommendations, templates, libraries or other software or information you provide to or jointly develop with Lexica, that becomes a part of the Software shall belong solely to Lexica.
  • Other than for the purposes and subject to the conditions prescribed under the Copyright Act 1968 (Cth), you must not reproduce, upload to a third party, link to, frame, store in a retrieval system or transmit any part of the Software, Content, Documentation or Marketing Materials without our prior written consent.
  • Our Software and Intellectual Property includes trade marks owned by us (or our related bodies corporate). You must not use any of these trade marks in any way without our prior written consent.
  • You must not, without our prior written consent, redistribute or resell the Software, Documentation or Marketing Materials or the Intellectual Property in the Software, Documentation or Marketing Materials.
  • You agree that you will not do or cause to be done any act or thing that may impair any of Lexica’s Intellectual Property rights in connection with the Software, Code and Documentation.
  • You agree that you must not:
    1. copy, sell, market, license, sublicense, lend, loan, distribute, transmit, rent, lease, upload, post, electronically transfer or otherwise assign or transfer or directly or indirectly permit any third party to use, access, exploit or copy any part of the Software, Content, Documentation or Marketing Materials;
    2. copy ideas, features, functions or graphics of the Software, Content, Marketing Materials or Documentation for use in another product or service; or
    3. incorporate or use the Software in whole or in part in any other software, service or product.

14. Permitted use and licence

  • You agree not to use the Software, Content, Documentation or Marketing Materials:
    1. for any purpose that is unlawful or prohibited by this Agreement;
    2. in any manner that could damage, disable, overburden, or impair our server, or the network(s) connected to our server, or interfere with any other party’s use and enjoyment of the Software;
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    3. to attempt to gain unauthorised access to any service, other accounts, computer systems or networks connected to our server through hacking, password mining or any other means;
    4. to attempt to obtain any materials or information through any means not intentionally made available through our Software;
    5. to offer or provide a commercial bureau or application service provider service;
    6. to transmit or otherwise make available any content or media that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
    7. to impersonate any person or entity;
    8. to transmit or otherwise make available any content that you do not have a right to make available under any law or which infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    9. to transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unless expressly authorised to do so;
    10. to stalk or otherwise harass another; or
    11. to collect or store personal data about other users.
  • You agree to not:
    1. modify, customise, reverse engineer or disassemble the Software;
    2. input or store materials into or in the Software containing software viruses, worms, trojan horses or other harmful computer code, files scripts, agents or programs;
    3. interfere with or disrupt the integrity or performance of the Software; or
    4. circumvent, alter or modify disabling mechanisms which may be resident in the Software or mechanisms that control access to use of the Software.
  • We have the right (but not the obligation) in our sole discretion to:
    1. refuse the transmission of any Content via the Software;
    2. refuse access to or use of the Software;
    3. move any Content that is available via the Software;
    4. to remove any Content that violates this Agreement or is otherwise deemed by us to be objectionable;
    5. preserve or disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third-parties; or (d) protect our rights, property or the personal safety of our staff, other users and the public.
  • As a condition of your use of our Software, you authorise us to include you or your organisation’s name in our published list of users.

15. Termination and modification of Software

  • We may in our sole discretion immediately suspend, terminate or limit your access to the Software, Content, Documentation or Marketing Materials if:
    • we deem that you are in breach of this Agreement or our Privacy Policy;
    • you have not paid any Fee payable under this Agreement on the date they are due; or
    • we deem that your use of the Software is low and warrants termination of your access.
  • We will notify you of such suspension, termination or limitation by email within five (5) business days. You agree that we will not be liable to you or any third-party for any termination of your access to the Software, Content, Documentation or Marketing Materials.
  • We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software, Content, Documentation and Marketing Materials (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Software, Content, Documentation, Marketing Materials or our related services.

16. Notice

Lexica may give Notice under this Agreement by means of notice on the Software, on our website, or by email.

17. Jurisdiction, severability and waiver

  • The information in our Software and this Agreement have been prepared in accordance with the laws of the New South Wales and the Commonwealth of Australia. The Software may not comply with the laws of any other State or country.
  • The terms and conditions of this Agreement will be construed in accordance with the laws in force in the State of New South Wales, and we both agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.
  • If any provisions of this Agreement become void, voidable or unenforceable then those provisions are deemed to be severed and the remaining provisions will continue to have full force and effect.
  • Any failure or delay by Lexica in exercising any right, power or privilege available to us will not operate as a waiver of that power or right.

18. Changes to this Agreement

  • This statement sets out our current End User Licence Agreement for our Software. It replaces any other Licence Agreement which we have previously issued.
  • We may amend this Agreement (including the fee schedule) at any time. If we do, we will inform you of any update by way of E-mail. By accepting this Agreement, you agree that our publishing of an amended version will be sufficient notice of any changes and that your subsequent access to, viewing, reliance on or other use of the Software will constitute your acceptance of those amendments.
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  • Changes to the fee schedule or Referral Terms will take effect 30 days after this change is published on our website.
  • We suggest you periodically review our website for any changes.
  • All information within the Software is subject to change without notice.

19. Contacting us

If you have any questions regarding this Agreement please contact us at [email protected].