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Terms & Conditions

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE ‘SPEAKEASY AND SAM’ APP.

‘SPEAKEASY AND SAM’  APP (referred to below as “the App”, “THE APP”, ”“App”, “our App” or ”our”) USER TERMS AND CONDITIONS

The terms describing “SPEAKEASY AND SAM” AND “SPEAKEASY ACCOUNTING AND MARKETING COMPANY”   are to be used interchangeably for liability purposes.

GENERAL

These Terms of Service (Terms) governs your use of our App and forms a binding contractual agreement between you, the user of the App and Us/us/we/our, SpeakEasy Accounting and Marketing Company registered in Australia, trading internationally as ‘SpeakEasy and Sam’*. These Terms are important and you should ensure that you read them carefully.

By completing the registration process and using the Services or clicking “I agree to the Terms & Conditions” or continuing to use the App, you acknowledge that you have had sufficient chance to read and understand these Terms, and that you agree to be bound by them irrespective of whether you are a paid User, a User on the free trial or accessing any grace period.

You warrant that:

  • you are at least 18-years old;

  • you are legally capable of entering into this agreement;

  • you will not use the App for any unlawful purpose; and

  • all information supplied by you for the purposes of the App is accurate, true and legally yours to use for the purposes of the App.

  • If you do not agree to these Terms, you may not access or otherwise use the App and the Services offered on the App.

ELECTRONIC SIGNATURE

By Accepting these Terms and Conditions and completing the registration process, or by using the App, you are deemed to have executed these Terms electronically, effective on the date you first registered your User Account or upon accessing the App. Doing so constitutes an acknowledgement and acceptance that you are able to electronically receive, download, and print these Terms. It is therefore important that a valid, secure, email address must be used in this process.

DEFINITIONS

In these Terms:

Content means any and all data, text, software, images, audio or video material and other content, in any medium, provided by and through the App to you.

Intellectual Property means all intellectual property rights, including all copyright, patents, trademarks, design rights, trade secrets, domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

Membership Fee means the fee payable by a User to access and use the App other than those Users on the free trial membership.

Personal Information means all information provided by one party to the other in connection with these Terms where such information is identified as confidential at the time of its disclosure or ought to be reasonably considered confidential based on its content, nature or the manner of its disclosure, but excluding:

information that enters the public domain or is disclosed to a party by a third party, other than through a breach of these Terms; and

information developed independently by a party.

Services means a service offered through the App platform. This includes services currently offered by the App and any services or products the App may choose to offer in the future.

Third Parties includes government agencies, departments etc who regulate and enforce Users taxation obligations.

Third Party Obligations means Users taxation obligations to Third Parties.

User means a person who is granted access to the App and Services after registering.

User Account means an account set up by a User.

User Content includes Personal Information and means the content the User uploads through the App to Third Parties or to the App controlled servers, such as financial information and information required by Users to comply with their taxation obligations to Third Parties.

You means you, the User.

Us, We, Our means the App and any other entity we grant a licence to commercialize the App.

USE LICENSE

We grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App, on compatible wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of these Terms. The compatibility requirements are found on our App and website and may change from time to time.

The App is protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the App only for the purposes described by the App. We reserve all other rights in the App. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, We grant to you a personal, limited, nonexclusive, non-transferable right and license to use the App.

You shall not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

ANDROID AND APPLE DEVICES

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an “Distributor”) to access the App: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes compatible Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this App license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this  App license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this App license contained in these Terms against you as a third-party beneficiary thereof.   

ACCESSING THE APP

You acknowledge and agree that although the App will use all reasonable efforts to ensure that the Services are available, temporary interruptions of the Services available through the App may occur. We will not be liable for any reason the App is unavailable at any time or for any period. We may also restrict access to some parts of or the App, from time to time. We reserve the right to perform unscheduled maintenance on the App at any chosen time and will not be liable for any resulting loss.

All content and services provided through the App are provided "AS IS" and "SUBJECT TO AVAILABILITY" basis for the User. The Services are provided without warranties or conditions of any kind either express or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose or non-infringement. Your use of the App is solely at your risk.

We reserve the right to withdraw or amend the Services without notice.

We reserve the right to expand our services and modify these terms to accommodate them

ACCOUNT, PASSWORD AND SECURITY

The App has a very important procedure for the registration and continuing use of the App. This involves a six-digit code, a PUK code and other security measures. You must treat such information as confidential and you must not disclose it to any third party. If you have reason to believe that your account or password has been obtained by someone else without your consent you must regain access to your data and update your security details immediately. The App will only recognize the entity that has access to the PUK code as the Authorized User and may request this if required.

The email address you provide Us on registration is the only email address we will associate with your account. We will not be responsible if your email account is disabled for any reason and you lose access to access to the App and your Personal Information.

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IMPORTANT:  It is very important you agree to download and back-up all your financial reports and account history reports regularly so that any loss of service will cause minimal inconvenience to access your current and historic financial data and reports. Whereas we take all reasonable steps to ensure service it is part of these terms of the use of the App that you will back up all the financial reports and account history reports to satisfy your Federal and State Governments compliance requirements and any other requirements you or any third party may require.     

We will not be liable for any losses associated with your account being compromised and your Personal Information being made publicly available.

We have the right to disable any account or password at any time if we consider that you have failed to comply with any of the provisions of these Terms.

In the event that an account is disabled under clause 7.4, we are not required to refund any amounts paid by you to us.

By registering with the App, you agree that all information provided during the registration process is true and accurate and you will update this information regularly along with any updated versions of the App in order to keep it current, complete, and accurate.

MEMBERSHIP TYPES

We may offer different membership types and subscription models from time to time. The associated registration types we list will also contain the pricing and may contain other terms associated with specific Membership types and Subscription models.

We reserve the right to amend the terms associated with a Membership type at any time, including imposing an additional fee for any extra features or benefits at our sole discretion.
 

In the event that an account is disabled or terminated, we are not required to refund any Membership Fee.

PAYMENT

Where the App is obtained via Apple App Store, the following applies: payment of the Membership Fee for all Memberships of the App are via Apple’s in-app purchase functionality. No other payment method, payment gateway or other way of paying the Membership Fee is accepted.

Payments will be billed to you by Us in U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes) and your account will be debited when you subscribe and provide your payment information, unless stated otherwise when you register as a user of the App.

You must pay with one of the following:

  • a valid credit card acceptable to Us and/or our payment processor (for Apple App Store purchases, Apple’s payment processor vis in-app purchases);

  • a valid debit card acceptable to Us and/or our payment processor (for Apple App Store purchases, Apple’s payment processor vis in-app purchases);

  • by another payment option we and/or our payment processor provides to you in writing (other than Apple App Store purchases).


We may change the method with which we require you to pay and we will advise you when this is to occur. Any changes to the clause 3 of the Apple in-app business terms are deemed to be incorporated into these terms.

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date) we and/or our payment processor(s) may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorise us to continue billing your account with the updated information that we obtain.

We and/or payment our processors will automatically renew your monthly, quarterly, or annual Services at the current rates, unless the Services are cancelled or terminated under these Terms.

There are only limited bases upon which you may be eligible for a refund. You will need to read the Membership terms carefully to understand them.

We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms.

SCOPE OF THE SERVICES

You acknowledge and agree that the App only provides the mobile platform for the Services. The App does not become a party to any communications you have with any Third Parties.

You have sole control and risk over the quality, safety or legality of the User Content you upload to Third Parties via the App. The App does not ensure or guarantee that a Third Party will receive the User Content or in the manner in which you uploaded it. You must undertake your own independent enquiry with the Third Party to ensure that they have received your User Content.

You have satisfied yourself that the App meets all your taxation obligation requirements sufficiently as part of the terms of you using the App.

At our sole discretion, we release new updates, modifications and enhancements to our Services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical.

Users hereby release Us/the App (and its affiliates, officers, directors, agents, subsidiaries, joint venturers, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute Users have with Third Party or compliance with Third Party Obligations, whether it be at law or in equity. This includes, without limitation, any disputes regarding the performance, quality, functions, and quality of the Services.

We are not in the business of providing legal, financial, accounting, tax or other professional advice or services.

USE WITH YOUR MOBILE DEVICE

Use of the App is available through a compatible mobile device using Internet access. You agree that you are solely responsible for any mobile configurations, compatibility, capability, including any applicable changes, updates and fees for SMS messages, data plans, and general usage, as well as the terms of your agreement with your mobile device and telecommunications provider.

THE APP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

  • THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

  • ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

  • ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

DISCLAIMER

This disclaimer of liability applies to any damages, injury or death caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the Service, whether for breach of contract, tortious behaviour, negligence or any other cause of action.

We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty representation or guarantee as to the effectiveness or profitability of the Services or that the operation of the App will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the App or the Services.

User Content uploaded through the App by Users has not been authenticated and endorsed in whole or in part by the App for submission to Third Parties.

PROHIBITED USE

You acknowledge and agree that you are responsible for your own conduct and User Content while using the App and for any consequences thereof. You agree to only use the App only for purposes that are legal, proper, and in accordance with these Terms. Prohibited conduct and use includes, but is not limited to:

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  • defamation, abuse, harassment, stalking, threatening or otherwise violating the legal rights of others;

  • impersonation of another person or entity, or falsification or deletion of any attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

  • restricting or inhibiting any other user from using and enjoying the Services;

  • using the Services for any illegal or unauthorized purpose;

  • interfering with or disrupting the Services or servers or networks connected to the Services, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services;

  • using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or collect information or data contained within site about Users for any unauthorized purpose;

  • creating user accounts by automated means or under false or fraudulent pretences;

  • promoting or providing instructional information about illegal activities or promoting physical harm or injury against any group or individual; or

  • transmitting any viruses, worms, defects, Trojan horses, or any items of a destructive nature.


PRIVACY

All Personal Information and User Content provided to or displayed on the App and Services are subject to our PRIVACY POLICY.

THIRD PARTY CONTENT

The App may use various services provided by third parties to verify a User’s credentials, provide testing services, or provide information. Such information does not cover any industry-specific or region-specific verification information or services.

The Services may link to other websites, services or resources on the Internet, such as Twitter and Facebook, and other websites, services or resources may contain links to the Services. These websites are not under our control and are not maintained by us. We are not responsible for the content of those sites. We only provide links to external websites as a convenience, and the inclusion of such a link to external websites do not imply our endorsement of those sites. You acknowledge and agree that when you access other websites on the Internet, you do so at your own risk.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the App ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THE APP’S INTELLECTUAL PROPERTY

Nothing in these Terms constitutes a transfer of any Intellectual Property rights from us to you. You acknowledge and agree that, as between you and us, we own the Intellectual Property Rights, including any trade marks, in the App and Services, and excluding any User Content.

We own and retain all proprietary rights to the App, the Services provided through the App, and all associated Intellectual Property rights, excluding User Generated Content. You are permitted to use the Services only as authorised by us. As a User, you are granted a limited, non-exclusive, revocable, non-transferable right to use the App and Services to create, display, use, and download the App onto your mobile device subject to these Terms.

If you breach these Terms, your right to use the App and Services will cease immediately and we will terminate access to the App and you will cease to be a User.

Unless expressly stated, all persons, third party trademarks and images of third party products, services or locations on the App are in no way associated, linked or affiliated with us and you should not rely on the existence of such a connection. Where a trade mark or brand name is used, it is solely used to describe or identify products.


USER CONTENT

You must not upload any User Content to the App:

  • unless you hold all necessary rights, licences and consents to do so;

  • that would cause you or us to breach any law, regulation, rule, code or other legal obligation;

  • that is unsolicited, undisclosed or unauthorized advertising;

  • that are software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

  • that would bring us, or the App, into disrepute; or

  • that infringes the Intellectual Property or other rights of any person.


You agree to keep all records necessary to establish that your User Content does not violate any of the requirements under clause 19.1 and make such records available upon our reasonable request.

You grant to us and the App, its successors and affiliates, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use and reproduce the User Content for the purposes of enabling the App to provide the Services to you.

If you are providing data to us that is not personal to you, you warrant and agree that you have obtained all necessary consents and permissions from, and provided all necessary disclosures to, the owner of such personal data (being the person(s) to whom such personal data relates) as required by applicable law, for us to: (a) use or disclose the data in accordance with our Privacy Statement, (b) move the data outside of the country of residence of such owner of the personal data, if applicable, and (c) otherwise use and disclose the data in accordance with this Agreement.

You are solely responsible for the back-up of your User Content, data, financial and sales tax reports, messages, files and other material you keep on the App. We strongly recommend that you print a hard copy of your User Content, data, financial and sales tax reports, messages, files and other material you keep on the App at least on a monthly basis, and also immediately after a large amount of transactions have occurred, failure to do this is at your own risk.

DISCLAIMER

THE APP IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE APP SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE APP AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APP’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE APP, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APP, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE APP BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APP.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE APP, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

WE AND OUR AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE APP OR SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

 LIMITATIONS OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE APP, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CAUSE OF ACTION GIVING RISE TO A CLAIM. SUBJECT TO APPLICABLE LAW, WE AND OUR AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET THE APP’S SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF WE AND OUR AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE APP, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Where permitted, you may only resolve disputes with Us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidate, or representative action. We do not permit nor will We be a defendant to any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) User Content; (2) use of the App; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the App with whom you connected via the App. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Using the App, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the App, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE APP. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

TERMINATION

You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate your access to the App and Services, and/or your registration, or suspend or block your access to the App and Services.

We may terminate or suspend your access to the App if there is a failing to make any required payments or fees. If you subsequently want your account to be reactivated, you must pay all monies due and owing to us including any applicable costs or charges. If we cannot activate Your account because your email has changed or other login information is incorrect, you may then have to open a new account for future transactions as all your past data may have been deleted, archived, or lost requiring you to reconcile new activity with your previous printed or otherwise stored backup reports and materials ( Ref Clause 19.6).

We may also suspend or terminate your User access and refuse to provide any Services to you if you breach these Terms; we suspect or become aware that you have provided false or misleading information to us; we believe in our sole discretion that your actions may cause legal liability for you, Users or Us; may be contrary to the interests of the App; or may involve illicit activity. Once your account is suspended or terminated, you must not continue to use the App under the same account or a different account or reregister under a new account without our prior written consent.

We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the App or by sending a communication to any address (email or otherwise) that we have for you in our records.

When your account is terminated for any reason, you will no longer have access to User Content, data, reports, messages, files and other material you have uploaded on the App. If practicable, we will retain this information along with your previous posts for a period of one (1) year from the date of termination, to give you ample time to obtain the information from us. If your account is terminated for any reason we may delete your information including User Data, data, reports, messages, files and other material you keep on the App after six (6) months.

Violations of these Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

LANGUAGE

These Terms were originally prepared in the English language. Although we may provide one or more translations in the future, the English language version will prevail in the case of any conflict or discrepancy.

NOTICE

By using the App, you accept and consent that communication with us will be electronic. We will contact you by email or provide you with information by posting notices on the App.

You acknowledge that all contracts, notices, information and other communication we may provide electronically comply with any legal requirements that such documents are in writing.

Notice will be deemed received and properly served immediately when posted on the App, 24 hours after an email is sent. As proof of service, it is sufficient that for emails, the email was sent to the specified email address.

NO WAIVER

If we fail, at any time, to insist upon strict performance of your obligations under these Terms, or if we fail to exercise any of the rights and remedies we are entitled to under these Terms, this will not constitute a waiver of such rights or remedies and it will not relieve you from compliance with your obligations.

If we waive a default, it does not constitute a waiver of any subsequent defaults.

No waiver is effective unless it is expressly stated by us to be a waiver and is communicated to you in writing.

DISPUTE RESOLUTION

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 14 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but will not need to provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Australia. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms. 

In no event shall any Dispute brought by either Party related in any way to the App be commenced more than 1 year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

FORCE MAJEURE

We shall be under no liability to you in respect of anything that, if not for this provision, would or might constitute a breach of these Terms, where this arises out of circumstances beyond our control, including but not limited to:

  • acts of god;

  • natural disasters;

  • sabotage;

  • accident;

  • riot;

  • shortage of supplies, equipment, and materials;

  • strikes and lockouts;

  • civil unrest;

  • computer hacking; or

  • malicious damage.

SEVERABILITY

If any court decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will, to that extent only, be severed from the remaining terms. The rest of these Terms will continue to be valid.

ENTIRE AGREEMENT

These Terms and the documents expressly referred to in them, constitute the entire agreement between you and us, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understanding or agreement between us relating to the Services.

We each acknowledge that, in entering into these Terms, neither of us relies on, and subsequently will have any remedies for, any representation or warranty that is not set out in these Terms.

GOVERNING LAW

These Terms are governed by Australia and each party submits to the jurisdiction of the courts of the Australia.

UPDATES TO THESE TERMS

We reserve the right, in our discretion, to correct any errors or omissions in any part of the App and Services. We may restrict access to parts or the entire Site and Services at any time, including, but not limited to, Content, certain features and Services, hours of availability, and equipment needed for access or use, without notice or liability.

Any material on the App and Services may be out of date at any given time and we are under no obligation to update such material.

We reserve the right, in our sole discretion, to change, modify, add or remove any part of these Terms, in whole or in part, at any time. Notification of the changes to these Terms will be posted on the App and will be effective immediately, unless expressed otherwise.

It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to unsubscribe from the App and Services. Your continued use of the App and Services will be deemed as your acceptance thereof.

We may assign or sublicense any of our rights or obligations under these Terms at any time, without obtaining your consent.

Terms last updated on: April 4th, 2025

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