Welcome to Contraco, please take time to read our Terms of Service Agreement. 

 

This terms of service agreement (Agreement) contains the terms and conditions that govern your access to and use of the Services provided by Contraco Pty Ltd ACN 639 657 533 (Contraco) and is a binding legal agreement between you (Customer) and Contraco. 
 

By creating a customer account and downloading and/or using the Services, or by using Free Services, this establishes a binding agreement on the terms and conditions in this Agreement, and that the Services will only be used in accordance with this Agreement. 

If an individual is registering or using the Services on behalf of a body corporate, that individual warrants, represents and covenants to Contraco that the individual is duly authorised to agree to this Agreement on behalf of the body corporate and to bind the body corporate to them. 

It is effective between Customer and Contraco as of the date of Customer accepting this Agreement. Customer will not access or use the Services without prior written consent of Contraco or if Customer is or becomes a direct competitor to Contraco or its Affiliates.

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Services

Contraco will, during the applicable Order Term, provide to Customer, the following services (the Services), as applicable: (a) the Subscription Services; (b) the Implementation and Training Services; (c) the Support Services; and (d) the Professional Services as set out in a SOW. Customer acknowledges that Contraco’s ability to successfully perform the Services is dependent upon Customer’s and Users’ provision of timely information, access to resources, and participation, and that Contraco may not be able to provide all or part of the Services if Customer’s and Users’ use of the Services, and the Customer Content provided by Customer and Users, is not complete, correct or accurate or of a suitable quality or condition, based on Contraco’s Documentation, applicable standards, specifications and procedures, or in the case of Customer Content, is otherwise not in the format required by Contraco.

 

Changes

Contraco continually strives to improve its products and services and reserves the right to improve or modify the Subscription Services and its features, in any manner and at any time, during the Term at its absolute discretion; including through Updates and New Releases.

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Right to Access and Use 

Subject to the terms and conditions of this Agreement and in consideration of the timely payment of Fees specified in any Order, Contraco hereby grants Customer a limited worldwide, non-exclusive, non-transferable right to access and use the Subscription Services during the applicable Order Term for Customer's own internal business purposes. 

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Restrictions

Restrictions. Customer's access to and use of the Subscription Services during the Term is subject to the applicable restrictions in an Order and Documentation as applicable. Customer will not, without Contraco’s written consent, share or make available, commercially sell, resell, license, sublicense or distribute the Subscription Services to a third party, except as expressly stated otherwise in an Order or Documentation. Customer will access and use the Subscription Services in compliance with this Agreement, the Documentation, applicable Laws, and any directions given by Contraco in an Order or otherwise and will promptly notify Contraco of any known unauthorised access or use. Customer is responsible for Users' access to and use of the Subscription Services. Customer must not, or cause or permit a third party to:
access and/or use the Subscription Services in a manner, or for a purpose, which is improper, immoral, illegal or fraudulent, infringes any person’s Intellectual Property Rights; or restricts or interferes with the provision of the Subscription Services by Contraco to any other customers or users;

1. reverse engineer, reverse assemble, reverse compile, translate, reproduce, copy, duplicate, modify or make derivative works of or re-sell all or part of the Subscription Services (or any of Contraco’s Intellectual Property Rights in the Subscription Services);

2. enter into any transaction relating to access or use of the Subscription Services with, or disclose any part of the Subscription Services (or account information, Login Credentials or any of Contraco’s Intellectual Property Rights in the Subscription Services) to any person or entity other than Contraco, without Contraco’s written consent; 

3. gain, attempt to gain or assist or request any person to gain unauthorised access to the Subscription Services, computer systems or networks connected to the Subscription Services, including through hacking, password mining or any other means; or

4. without Contraco’s written consent, conduct security testing on Contraco’s infrastructure, Services, or products. Security testing includes, but is not limited to, penetration testing, vulnerability scanning, cloud security assessments, and other website or network scanning tools. Conducting such security testing without Contraco’s prior written consent is a material violation of this Agreement and grounds for immediate termination.

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​Users

Customer may authorise Users to use the Subscription Services. Customer must not, without Contraco’s written consent, permit the Subscription Services to be accessed directly or indirectly by more than 500 individual Users. Customer is responsible for Users' access to and use of the Subscription Services and any omissions by Users. Customer must procure each User’s compliance with this Agreement on the basis that the restrictions, responsibilities and obligations which apply to Customer also apply to each User in respect of their access to and use of the Subscription Services. A breach of any such restrictions, responsibilities or obligations by a User is deemed to be a breach of this Agreement by Customer. Customer must also ensure that each User agrees to and complies with the Terms of Use and Acceptable Use Policy and any other reasonable condition notified by Contraco to Customer. Customer must ensure that its Users are, at all times, educated and trained in the proper use of the Subscription Services in accordance with this Agreement. If Users are not properly trained as reasonably determined by Contraco, Customer agrees that such Users will be trained by Contraco or Customer. If Customer desires Contraco to perform the required training then the provision of training services will only be provided under and subject to an agreed SOW.

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Systems

Customer is responsible for obtaining and operating all Systems needed to use the Subscription Services and must conduct all of its own backup, recovery and maintenance services on its Systems. Customer must ensure that all such Systems are compatible with the Subscription Services.

Account Registration and Administration

Account Registration

To register to the Services for the first time, Customer must create an account. By creating an account (Account) and registering to the Services the Customer becomes, either individually or on behalf of Customer's employer or any entity on behalf of whom Customer created the Account, a Customer. The first user of the Account is automatically assigned as the Account administrator (the Admin). Customer will establish or be provided with login credentials, which may comprise username, password and any other access credentials required by Contraco such as an encryption key (Login Credentials).

Customer Registration Information

When creating an Account or when Customer is added into an Account and creates a Customer user profile (the User Profile), Customer:

       (a) agrees to provide Contraco with accurate, complete, and current registration information, and agrees to               keep it current;

       (b) acknowledges that it is Customer's responsibility to ensure that Login Credentials remain confidential                  and secure and except to Users, are not disclosed to any third party;

       (c) agree that Customers are fully responsible for all activities that occur under a User Profile and Login                    Credentials, including any integration or any other use of Third Party Products (and associated                            disclosure of data) in connection with the Subscription Services; and (d) undertake to immediately notify              Contraco in writing if Customer becomes aware of any unauthorised access or use of a Customer                        Account or User Profile and/or any breach of these Terms.

Contraco may assume that any communications received under a User Profile have been made by the Customer. Customer acknowledges that it may be required to provide Contraco with certain Personal Information (which may include a name, email, address or phone number) to access and use the Subscription Services. 

User Verification

The Customer understands and agrees that Contraco may require Customer to provide information that may be used to confirm Customer identity and help ensure the security of an Account and/or User Profile. In the event that Customer or the Admin lose access to an Account or otherwise request information about an Account, Contraco reserves the right to request from Customer or such Admin (as the case may be) any verification Contraco deems necessary before restoring access to or providing information about such Account.

Account Admin

The Admin(s) of an Account are, severally and jointly, deemed as the authorised representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation:

       (a) control Customer (and other Users) use of the Account;

       (b) purchase, upgrade or downgrade the Services;

       (c) create, monitor or modify Users' actions and permissions;

       (c) manage the access to, control, remove, share posts or otherwise change, all or part of Customer                        Content; and

       (d) integrate or disable integration with Third Party Products.

Customer Content  
Customer Content. Customer is responsible for all Customer Content which it or its Users provide or disclose to Contraco, input into the Subscription Services or transmit via the Subscription Services through its Account, including through access to and/or use of the Subscription Services or any Third Party Products. Customer is solely responsible for ensuring the integrity, completeness and accuracy of such Customer Content. Customer is also solely responsible for ensuring that it understands and accepts the purposes and means by which Customer Content (including Personal Information) may be processed by Contraco under this Agreement and must ensure that processing conducted by Contraco will not place Contraco in breach of any Laws (including applicable data protection, privacy or spam laws). Customer must not, and must ensure its Users do not, upload, distribute or publish via the Subscription Services, any Customer Content or materials which infringe any third party’s copyright, trade mark, trade secret, confidentiality, privacy or other proprietary or Intellectual Property Rights or which violate any applicable Laws. Customer agrees to comply with Contraco’s procedures and policies in respect of uploading, distributing and publishing Customer Content and materials as may be specified by Contraco from time to time.
 

Warranties

Customer represents, warrants and agrees that:
it has the right to, or has otherwise obtained all licences, consents, authorisations and approvals and made all disclosures necessary to, collect, store, disclose, use, upload, reproduce, permit Contraco to reproduce, transmit and/or transfer, Customer Content, including any Personal Information included in Customer Content;
Customer Content will not violate or infringe upon the rights (including Intellectual Property Rights) of any other person; 
the collection, storage, disclosure, use, transmission and processing of Customer Content (including Personal Information) by Contraco according to Customer’s instructions or requirements will not place Contraco in breach of any laws (including applicable data protection laws or privacy laws) or violate the rights of any person; 
Customer Content is complete, correct and legitimate; 
Customer Content will not contain a virus or other harmful component; and
the Subscription Services are not intended to be a data backup service, and Customer must not use the Subscription Services as a data backup service.
 

Licence to Customer Content

Customer grants Contraco, or warrants that it has procured for Contraco from the copyright owner or licensor of Customer Content, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to do and authorise the doing of all acts comprised in the copyright in all Customer Content. For the avoidance of doubt, this includes the right for Contraco to copy, adapt, display, publish and communicate to the public all Customer Content (including images, photographs and plans).
 

Prohibited Customer Content

Contraco does not monitor Customer Content processed through the Subscription Services, but it reserves the right to remove any Customer Content from the Subscription Services that it reasonably believes may violate the terms of this Agreement, any Law, or infringe, misappropriate or violate any third party Intellectual Property Rights or privacy right, subject to Contraco, to the extent reasonably practicable under the circumstances, notifying Customer in advance of such removal and, if requested and permitted under applicable Laws and without further liability to Contraco, providing such Customer Content to Customer in a standardised format. Contraco has no obligation to monitor or review any Customer Content.
 

Accuracy of Customer Content

Customer acknowledges that Contraco may not be able to provide all or part of the Services in the manner intended if Customer Content provided by Customer is not complete, correct or accurate or of a quality or condition suitable for processing based on Contraco’s Documentation, applicable standards, specifications and procedures, or is otherwise not in the format required by Contraco. Customer acknowledges and agrees that Contraco is not responsible for any errors, omissions, losses or damages of any kind resulting directly or indirectly from any inaccuracies in Customer Content provided by Customer or any failure by Customer to ensure the integrity, completeness or accuracy of Customer Content before providing it to Contraco, inputting it into the Subscription Services or transmitting it via the Subscription Services.
 

Use of Customer Content

The Customer acknowledges and agrees that: 
Contraco may use or modify Customer Content and information derived from Customer Content (including by aggregation or other de-identifying techniques) to produce a compilation of Aggregated Data, which may include similar data and information from other customers of Contraco; 
provision of the Subscription Services and its use by Customer will generate Metadata that Contraco will store and use for the purposes of maintaining and improving the Services and potentially for other uses, such as generating or providing new or different services to Customer and other customers or third parties; and Contraco owns all right, title and interest in and to the compilation of Aggregated Data and the Metadata and may use and commercialise the compilation of Aggregated Data and the Metadata at its absolute discretion.  
Customer agrees that Contraco will not be in breach of its obligations under clause 8 when producing a compilation of Aggregated Data or any Metadata. In preparing such compilation of Aggregated Data, Contraco will use reasonable endeavours to ensure that the Confidential Information or Personal Information disclosed by Customer to Contraco cannot be reasonably ascertained from the Aggregated Data.
 

Security of Customer Content and Privacy
Security by Contraco

Contraco has implemented and will maintain information security practices and safeguards as described in its Security Policy available here, which include physical, organisational, and technical measures designed to preserve the security, integrity, and confidentiality of the Services and Customer Content and to protect against information security threats. Contraco may update such security practices and safeguards from time to time, provided that any such update does not materially reduce the overall level of security or commitments as described in this Agreement. To the extent any Customer Content is transmitted or stored with Contraco in an encrypted format, Contraco may not be able to identify the contents of such Customer Content and would only be able to notify Customer generally of any incident involving such encrypted Customer Content but not provide additional, detailed information about the specific contents of Customer Content.

Security by Customer

Customer is responsible for and must adopt reasonable measures to limit its exposure to the potential loss, corruption, disclosure and damage of Customer Content, including making appropriate arrangements for secure back up or storage of the source material in connection with Customer Content. Contraco makes no representations or warranties regarding its ability to recover any lost or damaged Customer Content and expressly excludes liability for any loss of or damage to Customer Content no matter how caused. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by Contraco or a third party, due to any unauthorised usage of the Account by either Customer or any other User or third party on Customers behalf.  The Customer is fully responsible for all activities that occurs under the Account using the Login Credentials, including any loss or deletion of Customer Content, regardless of whether the activities are authorised by Customer or undertaken by Customer, its employees or a third party (including contractors, agents or Users).

Privacy

Please see the separate Contraco Privacy Policy available here relating to the collection and use of any Personal Information on or via the provision of Services. By accessing or using the Services, Customer is consenting to the terms of the Contraco Privacy Policy and to Contraco processing any Personal Information and other Customer Content in accordance with the Contraco Privacy Policy. Customer warrants that:
any Personal Information that Customer discloses to Contraco under this Agreement, or when using the Services, has been collected in accordance with applicable Privacy Laws;
the individual to whom the Personal Information relates has been made aware of the recipients’ identities, of how to contact the recipients, and of the other matters of which the recipients are required to inform that individual; and
Contraco is authorised to collect, store, disclose and use the Personal Information disclosed to it by Customer for the purposes of this Agreement and for the purposes of Contraco providing Customer with and Customer accessing and using the Services.
Customer also warrants that it has obtained all licences, consents, authorisations and approvals and made all disclosures necessary to procure the relevant consents, acknowledgements and agreements from all individuals to whom the Personal Information comprised in Customer Content relates.

Use of Third Parties

Contraco may engage third parties to act on Contraco's behalf in connection with Contraco's provision of the Services provided that: (a) such third parties are subject to applicable confidentiality and data security obligations that are substantially as protective as those set out in this Agreement; and (b) Contraco is responsible for such third parties' acts and omissions in relation to Contraco's obligations under this Agreement. Customer consents to Contraco engaging third parties for that purpose and consents to:
Contraco disclosing or sharing Customer Content (including Personal Information) to or with such third parties for the purposes of such third parties acting on behalf of Contraco in connection with Contraco's provision of the Services; and
Contraco, Contraco’s Affiliates, and the third parties it has engaged on its behalf releasing Personal Information provided by Customer to third parties: 
(i)    in order to comply with any valid legal or government requirement such as in compliance with any law, regulation, search warrant, subpoena, court order or government order; and
(ii)    in special cases, when Contraco believes it is necessary to share information in order to investigate, prevent or take action regarding any illegal or unauthorised activities, suspected fraud, potential threats to the physical safety of any person or violations of this Agreement.
 

Intellectual Property and Proprietary Rights

Contraco

As between the parties, all right, title, and interest vested in or associated with, and Intellectual Property Rights comprised in or in connection with, the Contraco Properties (including their underlying technology, software, programs, as well as all their respective modifications, developments, updates and enhancements), and all Intellectual Property Rights comprised in or in connection with Metadata and compilations of Aggregated Data, are owned, controlled or reserved by Contraco or its licensors notwithstanding any other provision in this Agreement.  For the avoidance of doubt, Contraco or its licensors owns all Intellectual Property Rights in all modifications, developments, updates, enhancements, adaptations, functionality, processes, data, software (including source code), literary works, artistic works and all materials or works in which copyright subsists which are created, developed, improved, modified or enhanced by Contraco at Customer’s request or as a result of customisations or configurations made in respect of the Subscription Services at Customer’s request (New IP) and all such New IP will become, at Contraco’s absolute discretion, a part of the Services that it may offer to other customers. Customer agrees that nothing in this Agreement transfers any of Contraco’s Intellectual Property Rights to Customer and that no transfer of Contraco (or its licensors’) Intellectual Property Rights occurs at any time by Customer’s access to or use of the Services.
 

Restrictions

Customer agrees not to dispute or challenge the validity of Contraco’s (or its licensors’) entitlement to own, use or licence the Intellectual Property Rights in the Contraco Properties, or to assist or join any third parties to challenge or contest the validity of those Intellectual Property Rights.

 

Customer
agrees not to infringe any Intellectual Property Rights of Contraco;
agrees to notify Contraco promptly of any actual, suspected or threatened infringement of Contraco’s Intellectual Property Rights and of any unauthorised, suspected or threatened third party access to or use of the Services and to reasonably co-operate with Contraco in relation to such infringement or unauthorised third party access or use;
confirms that any goodwill in the Services generated by Customer belongs to Contraco;
agrees it will not, without Contraco’s prior written consent, seek to claim ownership or any rights in or apply to register any:
     (iii)    trade or service mark in its own name or any other name which is the same as or                       

              similar to any trade or service mark owned or used by Contraco;
     (iv)    patent in its own name or any other name any patent which is the same as or similar                 

              to any patent owned by Contraco; or
     (v)     Intellectual Property Rights which are based on or use any part of the Services; and
              must use reasonable endeavours to ensure that all of its related parties comply with                   

              the above provisions.
Customer. Except as expressly set out in this Agreement, as between the parties, Customer retains all its right, title, and interest in and to Customer's Confidential Information, including Customer Content, and all Intellectual Property Tights therein. If Customer chooses to use a Third Party Product with the Subscription Services, Customer grants Contraco permission to allow the Third Party Product and its provider to access Customer Content and information about Customer’s usage of the Third Party Product as appropriate for the integration of the Third Party Product with the Subscription Services. 

Deliverables

Upon Customer’s payment of fees due under an applicable SOW, Contraco grants Customer a non-exclusive, non-transferable licence to copy, maintain, use and run (as applicable), solely for Customer’s internal business purposes, all documents, work product and other materials (excluding without limitation computer code, algorithms and machine learning models) that are prepared by Contraco for Customer pursuant to an applicable SOW (Deliverables). Contraco retains all ownership rights, including Intellectual Property Rights, in the Deliverables. 

Feedback

Customer grants Contraco a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive, royalty-free licence to use and incorporate into Contraco's products and services any feedback or suggestions for enhancement that Customer or a User provides to Contraco (Feedback), without any obligation of compensation. Customer agrees that: (a) Contraco is not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to Customer or any third party and Customer has all of the necessary rights to disclose the Feedback to Contraco; (c) Contraco may freely use Feedback without any restrictions; and (d) Customer is not entitled to receive any compensation or reimbursement of any kind for Feedback.

Ancillary Services; Third Party Products
Professional Services

Contraco and Customer may enter into SOWs under this Agreement for the provision of Professional Services.  Professional Services are to be provided in accordance with the Daily Rates unless otherwise agreed by the Parties. In the event of any inconsistencies between this Agreement and a SOW issued under this Agreement, the terms of this Agreement take precedence (other than an exception expressly set out as such in the SOW). To the extent payment terms are not specified in the SOW, the payment terms in this Agreement apply.  

Implementation and Training Services

Contraco will provide the Implementation and Training Services in accordance with Annexure A. Fees for the Implementation and Training Services will be set out in the initial Order for the corresponding Subscription Services. 

Free Services

Contraco may make Services available with a clear and conspicuous written notice specifying that the Services are provided free of charge, on a trial basis and/or to be used at Customer own risk (Free Services). Notwithstanding any other provision of this Agreement, Customer acknowledges and agrees that:
Free Services are made available for the sole purpose of evaluating and testing the applicable service and providing feedback to Contraco;

• Free Services are to be used in compliance with any related Documentation and restrictions prescribed by Contraco; 

• Free Services are made available without any support, maintenance, warranty, commitment to availability, security, or accuracy, or other related obligation of any kind under this Agreement, unless otherwise required by applicable law;

• Free Services may not include or allow access to all features and and functionality available to paying customers and any pre-release version of a Contraco service may be experimental in nature, may have not been fully tested and may be discontinued at any time with or without notice;

Contraco may, at its discretion, terminate the use of a Free Service at any time, unless otherwise specified in writing, and Contraco will not be liable for such termination at which point Customer’s access will end;
data, information, and content submitted to a Free Service may be permanently lost, and Contraco will not be liable for such loss; and
if Customer has not provided a billing address to Contraco in connection with its access to and use of Free Services, all notices required under this Agreement will be sent via email.

Third Party Products
Customer acknowledges and agrees that Contraco is not responsible for Third Party Products and that Contraco makes no representations or warranties regarding Third Party Products. Third Party Products may be modified, suspended or terminated at any time. Contraco does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from any Third Party Products. Contraco will not be responsible or liable, directly or indirectly, for any losses caused by or in connection with the use of or reliance on any Third Party Products by Customer. Customer’s access to and use of such Third Party Products are governed solely by the terms and conditions of such Third Party Products, which may include separate privacy policies regarding the collection and use of Personal Information by the operators of Third Party Products. By accessing or using any Third Party Products, Customer acknowledges that it has read and agrees to be bound by and comply with such terms and conditions (including privacy policies) of such Third Party Products. Customer irrevocably waives any claim against Contraco with respect to Third Party Products.

If Customer receives notice, including from Contraco, that a Third Party Product may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third party rights, or this Agreement, Customer will promptly do so. If Customer does not take required action, or if in Contraco’s judgment continued violation is likely to reoccur, Contraco may disable the applicable Subscription Services and/or Third Party Product. If requested by Contraco, Customer must confirm deletion and discontinuance of use of such Third Party Product in writing and Contraco is authorised to provide a copy of such confirmation to any such third party claimant or governmental authority, as applicable.
 

Fees and Payment
Fees

Customer will pay fees specified in each Order or SOW for the Services. All Orders and SOWs, including all payment obligations specified in the Order and SOW, are non­cancellable; all payments made are non-refundable; and all units purchased cannot be decreased during the relevant Order Term for Subscription Services, except as otherwise expressly provided in this Agreement or the applicable Order or SOW. Contraco may increase the unit price specified in an Order for any Order Renewal Term upon written notice to Customer (including via email), provided that if the number of units purchased by Customer for such Renewal Term is equal or greater than the number of units up for renewal, then such notice must be provided at least forty­ five (45) days prior to the start of the Renewal Term.  

Expenses

Unless otherwise provided in a SOW, Customer will reimburse Contraco for reasonable, out-of-pocket expenses incurred by Contraco in the course of providing Professional Services.
Payment. Customer must provide Contraco with accurate and complete billing information including legal name, address and telephone number. If Customer is paying via credit card, debit or other electronic means of payment, Customer must provide valid information as may be reasonable required for Contraco to process payments via such method (which may include, credit card number, account number and other relevant account details). Unless otherwise provided in the applicable Order or SOW, Contraco will charge Customer for Subscription Service fees monthly in advance and Professional Service fees on a time and materials basis monthly in arrears and all amounts due under this Agreement are payable in Australian dollars, thirty (30) days from the date of the invoice. Customer agrees to promptly notify Contraco in writing of any changes to its billing information during any Term. Contraco reserves the right to correct any billing errors or mistakes that Contraco identifies in an invoice or after a payment is received. Customer will remit payments by only electronic means, to a bank account nominated by Contraco, with a notation to applicable invoice numbers. Contraco may accept payment in any amount without prejudice to Contraco's right to recover the balance of the amount due under an Order or SOW or to pursue any other right or remedy. Amounts due to Contraco from Customer will not be deducted, withheld or offset against amounts due or alleged to be due to Customer from Contraco. 

Failure to pay

If Customer fails to make any payment when due then, in addition to all other remedies that may be available, if such failure continues for thirty (30) days following written notice of such failure, Contraco may accelerate Customer’s unpaid fee obligations under this Agreement so that all such payment obligations become immediately due and payable, and suspend performance of the Services until all past due amounts have been paid, without incurring any obligation or liability to Customer by reason of such suspension. Contraco may charge a late fee equal to the lesser of 1.5% per month or the maximum allowed by applicable Law on overdue amounts. 

Purchase orders

If Customer requires a purchase order, vendor registration form, or other documentation, such requirement will in no way relieve, affect, or delay Customer's obligation to pay any amounts due hereunder (and any terms and conditions on any such documentation are null and void, and will not apply to Customer’s procurement of the Services or any other subject matter of this Agreement). 

Credit Bureau Reporting

Contraco may report information about Customer’s Account (including information comprising Confidential Information and/or Personal Information) to credit bureaus. Late payments, missed payments, or other defaults in Customer’s Account may be reflected in its credit report. Contraco acknowledges that the reporting of information to credit bureaus may adversely impact Customer’s credit rating and ability to obtain credit. 

Taxes

All Fees invoiced pursuant to this Agreement are payable in full and without reduction for any transaction taxes, which may include local, state, provincial, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes and/or foreign withholding taxes (collectively defined as Taxes). Other than income taxes imposed on Contraco, Customer will bear all Taxes resulting from this Agreement and all Orders and SOWs. If Customer is exempt from any applicable Taxes, Customer will provide evidence reasonably satisfactory to Contraco of Customer's tax-exempt status and, after receipt of such evidence, Contraco will not charge Customer any Taxes from which it is exempt. 

Affiliates

Customer's Affiliates may purchase Services under this Agreement by executing an Order or SOW. Each Order or SOW is a separate contract between Contraco and the Affiliate that executes it, and such Affiliate will be deemed "Customer" as used in this Agreement with respect to such Order or SOW. Such Affiliate must comply with and be bound by the terms and conditions of this Agreement. Customer is jointly and severally liable for an Affiliate’s breach of this Agreement and all other activities of Affiliates with respect to the Services and this Agreement.
 

Resellers

Customer may elect to purchase certain Services through a reseller authorised by Contraco (Reseller). Customer's obligation for payment to, and its relationship with, any Reseller is between Customer and such Reseller, and Customer must direct any claims for refunds owed hereunder to such Reseller.

Confidentiality
Confidential Information. "Confidential Information" means all non-public, proprietary, business, technical, legal, or financial information disclosed or learned in connection with this Agreement that the Disclosing Party has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the Receiving Party would clearly understand it as confidential. Confidential Information includes Contraco Properties with regard to Contraco and relevant parts of Customer Content with regard to Customer. Notwithstanding the foregoing definition, Confidential Information does not include:

• information that was generally known to the public at the time disclosed to the Receiving Party or information that becomes generally known to the public (other than through a breach of section 8 (Confidentiality) by the Receiving Party) after disclosure to the Receiving Party;

• information that was in the Receiving Party's possession free of any obligation of confidentiality prior to disclosure by the Disclosing Party;oncerning the accuracy or completeness of its Confidential Information.

• information that is rightfully received by the Receiving Party from a third party without any restriction on disclosure; or

• information that was independently developed by the Receiving Party without reference to or use of Disclosing Party's Confidential Information. 

All Confidential Information is provided "as is." Except for the warranties expressly stated in this Agreement, neither party makes any warranties, expressed or implied, c

Use and Disclosure of Confidential Information

The Receiving Party: (a) will not use the Disclosing Party's Confidential Information for any purpose except as permitted under this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party's Confidential Information to any third party, except to the extent expressly authorised in this Agreement or a separate written agreement signed by the Disclosing Party; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to safeguard the Disclosing Party's Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, Affiliates, advisors, agents, contractors, and other representatives (Representatives) who need to know such information in order to exercise its respective rights and obligations hereunder, on the condition that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as those set forth in this Agreement. The Receiving Party will be responsible for its Representatives' disclosure or use of the Disclosing Party's Confidential Information in violation of Section 7 (Confidentiality). The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorised disclosure or use of the Disclosing Party's Confidential Information, or any other breach of section 8, by it or its Representatives. The Receiving Party's obligations set forth in section 8 will remain in effect during the Term and for three (3) years after termination of this Agreement. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information except as provided under this Agreement.

Required Disclosures

The Receiving Party may disclose Confidential Information to the extent required by Law, provided, however, the Receiving Party will (unless prohibited by law or legal process):
give the Disclosing Party prior written notice of such disclosure to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure;
use diligent efforts to limit disclosure to that which is legally required; and
reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, in its efforts to obtain a protective order or other legally available means of protection.
 

Remedies

The Receiving Party acknowledges that any actual or threatened breach of section 8 (Confidentiality) may cause irreparable, non-monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but not required to) seek injunctive relief to prevent or mitigate any breaches of section 8 with respect to the Disclosing Party's Confidential Information or any damages that may otherwise result from those breaches.
 

Disclaimer
The Services are provided “AS IS” and “AS AVAILABLE”.
Save as set out in these terms and to the extent legally permitted, Contraco and its Affiliates and licensors make no representations, warranties or guarantees of any kind, whether express, implied, statutory or otherwise regarding the Services or Third Party Products, including any warranty, representation or guarantee: (a) as to merchantability, title, fitness for a particular purpose; (b) of non-infringement of intellectual property rights; (c) that the Services will be uninterrupted, error free or free of harmful components; (d) that any content, including Customer’s Content or Third Party Products, will be secure or not otherwise lost or damaged; or (e) that information contained on or produced by the Subscription Services, or disclosed, provided to or accessed by Customer in the course of the provision of the Services, is accurate, complete or up-to-date. 
Except to the extent prohibited by law, all representations, warranties and guarantees referred to in section 9.2 are excluded. For the avoidance of doubt, nothing in this Agreement is or should be interpreted as an attempt to modify, limit or exclude terms, warranties or guarantees that are imposed by applicable Laws and which cannot be legally modified, limited or excluded.

Indemnification
By Customer. Customer agrees, without limitation, to defend, indemnify and hold harmless Contraco, Contraco’s Affiliates, shareholders, representatives, agents, successors, assigns and licensors and each of their respective employees, officers, directors, agents, licensors, suppliers, other partners and representatives from and against any claims, damages, losses (including direct, indirect and consequential loss or damage), liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any of the following (including but not limited to any third party claim concerning the following):
Customer’s and any User’s use of the Services (including any activities by any person via the Account);
any claims made by any User in connection with the Services;  
a breach of this Agreement (including a breach of any obligation or warranty made by Customer in this Agreement and any use of the Services that is not authorised by this Agreement) or violation of any applicable Law by Customer or any User;
the transmission of any computer viruses, Trojan horses or any other malicious or harmful software by Customer or Customer’s Account, regardless of whether such transmission is accidental or deliberate;
the disclosure, transfer or exchange of Customer Content by Contraco, the provider of any Third Party Product and otherwise in accordance with this Agreement; and
any denial of access to or deletion of Customer Content in accordance with this Agreement.

Limitations of Liability
To the extent permissible by applicable law, Contraco and its Affiliates and licensors, will not be liable to Customer for any direct, indirect, incidental, special, consequential, punitive or exemplary damages or for any loss of profits, goodwill, use, or data, business, interruption, economic loss or loss of revenue arising out of the use, inability to use, or the results of use of the Services, whether based on warranty, contract, tort (including, without limitation, negligence), breach of statutory duty or any other legal theory, even if Contraco has been advised of the possibility of such damages. 

Neither Contraco or any of its Affiliates or licensors will be responsible for any compensation, reimbursement, cost or repair or correction, or loss or damages arising in connection with:
Customer’s or User’s use of, or inability to use, all or any part of the Services, including as a result of any:
       (vi)    termination or suspension or this Agreement or Customer’s use of or access to all or any part of the                    Services; 
       (vii)    Contraco’s discontinuation of any or all of the Services; or 
       (viii)    any unanticipated or unscheduled downtime of all or a part of the Services for any reason that is not                   a direct result of breach of this Agreement or negligence, including as a result of power outages,                         system failures or other interruptions;

• the cost of procurement of substitute goods or services;

• any investments, expenditures, or commitments by Customer in connection with this Agreement or its use of or access to all or any part of the Services;

• any unauthorised access to, alternation of, or the deletion, destruction, damage, loss or failure to store any of Customer Content or other data;

• use of or reliance on any content displayed on or produced by the Services;

• the acts or omissions of any other User of the Services.

 

To the extent legally permitted and despite anything else in this Agreement, where liability has not otherwise been excluded or limited by this Agreement, Contraco and its Affiliates’ and licensors’ total aggregate liability under this Agreement will be limited to the amount Customer actually pays Contraco under this Agreement for the Services that gave rise to the claim during the 12 months preceding the claim. 

It is a condition of accessing the Services that Customer accepts and agrees that Contraco is not liable for any harmful effect that accessing the Services may have on Customer, and Customer agrees that it accesses and use the Services entirely at its own risk.

If Customer is a Consumer under the Australian Consumer Law, nothing in this Agreement is intended to remove its rights under the Australian Consumer Law, including to statutory guarantees that may apply to Customer’s use of the Services. If Contraco is entitled to limit the remedies available to Customer for breach of such guarantees, Contraco expressly limits its liability as set out in this section to the maximum extent permitted by law. If Customer is a Consumer (as defined under the Australian Consumer Law) and any of the services supplied by Contraco are not services of a kind ordinarily acquired for personal, domestic or household use or consumption, Contraco’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to those services is limited to, at Contraco’s option:
the supply of the services again; or
the payment of the cost of having the services supplied again.
In other jurisdictions, warranties, guarantees and conditions may apply that Contraco cannot legally exclude. If that is true in Customer’s jurisdiction, then to the extent permitted by law, Contraco limits its liability for any claims under those warranties, guarantees or conditions to either supplying Customer the services again or paying the cost of having the services supplied again. 

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Term and Termination
Term. This Agreement will remain in effect for as long as there in an Order in effect, unless terminated earlier pursuant to any of this Agreement’s express provisions (Term). The initial term of an Order commences upon the applicable subscription start date and, unless terminated earlier pursuant to any of this Agreement’s express provisions, will continue for the initial term as set out in the Order (the Order Initial Term). Unless otherwise expressly agreed in the applicable Order, each Order will automatically renew for successive one (1) year renewal terms unless earlier terminated pursuant to this Agreement’s express provisions ora party provides the other party written notice (including via email) of non-renewal at least thirty (30) days prior to the end of the then-current term (each, an Order Renewal Term). For the avoidance of doubt, any purchases of non-subscription or one-time Services made via an Order will not automatically renew. Each SOW will remain in effect for the period specified therein. If no period is specified, the SOW will terminate once the Professional Services set forth in the SOW have been completed.
 

Termination for Cause

Contraco may terminate an Order, SOW or this Agreement immediately upon written notice if Customer breaches any material provision of that Order, SOW, or this Agreement, and such breach (a) is incapable of cure; or (b) if capable of cure, Customer fails to cure the breach within fourteen (14) days of such written notice from Contraco. Termination of an Order or SOW will not result in the automatic termination of any other Orders or SOW in existence or this Agreement. Should either party under this Agreement cease to operate in the ordinary course of business, become or threaten to become subject to any form of insolvency, receivership, administration, liquidation or similar proceeding and/or have a court notice applied to it seeking a winding-up order, then Contraco has the right to terminate this Agreement and the provision of the Services immediately and without recourse or notice to Customer.
 

Termination due to Third Parties

Contraco may also terminate this Agreement and the provision of Services or terminate or suspend Customer’s access to and use of specific functionality or parts of the Services immediately by notice to Customer if Contraco’s relationship with any other third party suppliers that provide software, hosting services or other technology, products or services relied on by Contraco to provide all or any part of the Service expires, terminates or is suspended or such provider requires Contraco to change the way it provides the Services. In this event, Contraco will provide a pro rata refund of any fees applicable to the Services or relevant part of the Services paid in advance which relate to the period after the date of termination or the period of suspension (in the case of suspension).
 

Effect of Termination

Upon expiration or termination of this Agreement: (a) all Orders and SOWs under this Agreement will terminate; and (b) all rights and obligations of the parties hereunder will cease (except as set out in section 12.6 (Survival)). If Contraco terminates a Service or this Agreement for Customer's uncured breach pursuant to Section 12.2, Customer will pay any outstanding amounts payable under this Agreement for the Term applicable to any terminated Service. Customer will remain obligated to pay for Professional Services rendered through, or payable as of, the effective date such Professional Services are terminated.
 

Return and Deletion of Customer Content

At any time during the Term, Customer may download a backup copy of Customer Content (with file attachments in their native formats and all other Customer Content in an industry standard export format) from an online Service by using a self­ service feature, or may request such backup copy by written notice to Contraco if such feature is not available. Upon Customer's written request at the time of termination or expiration of any Term, Customer's Admin will be allowed read-only access to an online Service for thirty (30) days following such date of termination or expiration for the sole purpose of downloading a backup copy of Customer Content. Within one hundred eighty (180) days following termination or expiration of any Term, Contraco may delete and render Customer Content unrecoverable Notwithstanding the foregoing, Contraco may retain copies of Customer Content as part of records, documents, or broader data sets in accordance with Contraco's legal and financial compliance obligations.
 

Suspension

Customer acknowledges that the Services may contain a method for Contraco to disable Customer’s access or use. The method may include a time out or expiry date mechanism or a mechanism for Contraco to remotely access the Subscription Services or Customer’s systems for that purpose. The Subscription Services may also incorporate functionality to enable an external server operated by Contraco to validate that Customer is complying with licensing requirements.  Without limiting any of Contraco’s other rights under this Agreement, Contraco may use any such disabling method to suspend  or disable Customer's access to any Service immediately if: (a) Customer fails to make a payment for more than fourteen (14) days following its due date; or (b) Customer has, or Contraco suspects Customer has breached the terms of this Agreement; or (c) if any registration information is inaccurate, untrue or incorrect, or if Customer, Admin or any Users fail to maintain the security of the Login Credentials. 
 

Survival

The following Sections will survive termination or expiration of this Agreement: 3.2 (Warranties); 3.3 (Licence to Customer Content); 3.6 (Use of Customer Content); 4.3 (Privacy); 4.4 (Use of Third Parties); 5 (Intellectual Property and Proprietary Rights); 7.4 (Failure to Pay); 7.6 (Credit Bureau Reporting); 7.7 (Taxes); 8 (Confidentiality); 9 (Disclaimer); 10 (Indemnification); 11 (Limitations of Liability); 12.4 (Effect of Termination); 12.5(Return and Deletion of Customer Content); 12.7(Survival); and, to the extent necessary to effectuate the foregoing, 14 (General) and 15 (Definitions).