Infobiz Software Licence Terms and Conditions

By clicking the "I AGREE" button (when logging into any of our products), or by accessing our products and services you agree to be bound by the terms of this document as though you had signed a copy of this document. If you do not agree with any of these terms, you must not access or use any software products or use our software products. Your access to, and use of, our software products (regardless of whether or not your access or use is intended) is conditional on your acceptance and compliance with the terms, conditions, notices, guidelines, instructions and disclaimers contained in this document.

1 Scope of these terms and conditions

In these terms and conditions a reference to:

"InfoBiz" means InfoBiz Solutions Pty Ltd (ACN 103 089 756) of P.O. Box 31, Semaphore South Australia 5019;

"API" means any electronic application programming interface that connects to or provides packets of information to Infobiz Software.

"Beta Tester" means a user or anyone who is using or accessing beta test versions of Infobiz Software that are still being tested prior to a general release. No formal arrangements are required to become a beta tester, simply by accessing our beta software you are agreeing to be bound by the terms and conditions in this document as if you had signed this document. If you do not wish to be a beta tester you must not access the beta test versions of our software. As a beta tester of Infobiz Software you may or may not receive some discount on the subscription fees charged by Infobiz.

"Cloud" means the infrastructure that provides the Infobiz cloud software applications.

"Data" means any data or information that you have either provided, imported or input by any means whether by manually inputting data or electronically importing the data.

"Licence" means any licence to use the Software granted to you pursuant to these terms and conditions;

"Software" means any InfoBiz software (including any cloud based software applications, windows based software, or any computer based applications associated programs, files, dynamic link libraries and documentation) which you have been authorised to use by InfoBiz.

"Subscriber" means the person or the entity the person represents who registers to use our software services.

"Subscription" means a period of purchase in which this licence to use the Software is granted to you pursuant to these terms and conditions;

"Third Party" means any third party company or service provider that provides information manually or electronically to Infobiz.

"Website" means the Internet site at the domain "infobizsolutions.com", "ibs-cloud.org" or any other site operated by Infobiz.

The "Software" also includes any additional modules or future enhancements or replacement versions of the Software InfoBiz makes available to you but only to the extent that you are entitled to use them as a result of the payment of applicable fees; and "you" (or derivations thereof) means the party authorised by InfoBiz to use any of the Software.

Unless otherwise expressly agreed by InfoBiz these terms and conditions govern all use of any InfoBiz software. Simply accessing Infobiz Software regardless of whether you have completed any registration process or payment of licence/subscription fees or access or installation of any of InfoBiz software on any of your computers or your use of any InfoBiz software signifies your acceptance of these terms and conditions.

2 Details of Licence

Trial/Evaluation licence - If InfoBiz has agreed to allow you to use or install Software for evaluation. demo or trial purposes, then all such use is governed by these terms and conditions and any restrictions imposed by InfoBiz from time to time with respect to evaluation use (eg. limits on the number of transactions or limits on the number of days which may be processed or the duration for which use is permitted).

Periodic licence - Upon payment of the applicable licence fees to InfoBiz (as stipulated and varied by InfoBiz from time to time), InfoBiz grants you a personal, non-exclusive, non-transferable licence permitting you to use the Software on up to the maximum number of workstations or by the number of purchased users covered by the licence fee for the period that was covered by the licence/subscription fee.

If you wish to increase the maximum number of workstations or users covered by the licence, then you must pay InfoBiz its then applicable additional licence fees before commencing any such use as stated on the website.

InfoBiz is not responsible for the supply of any operating system or application software, browsers or any other items which may be required by you to use the Software.

The Software is password/unlock code protected and the password/unlock code only permits evaluation use in accordance with evaluation restrictions and only permits non-evaluation use for the period covered by the relevant licence/subscription fee payment. InfoBiz will issue further passwords/unlock codes to you providing you pay further licence fees in accordance with payment terms. You may only use the Software if you have validly obtained and correctly input the necessary password from InfoBiz. You must not attempt to decode or circumvent the password protection of the Software.

You are not permitted to sub licence or assign the Licence. Under the Licence you acquire no rights to use or access the source code associated with the Software. For versions of our products that are non cloud that required download and installation, you may make additional copies of downloaded Software solely for the purpose of backup.

You agree not to (a) reverse assemble, reverse compile or decode the Software or to ascertain the source code by any means; (b) remove, change or bypass any copyright or Software protection statements embedded in the Software; or (c) use the Software in or for any other company or other legal entity.

You agree (a) the Software is a valuable asset of InfoBiz and is supplied to you on a restricted and confidential basis; (b) the Software will be kept secret and confidential by you at all times; (c) all copyright in the Software and all other InfoBiz software (including screens, screen design, files, dynamic link libraries, and documentation) is retained by InfoBiz and title to the copy of the Software which is delivered to you and to any copies, reproductions, adaptations, enhancements or translations made of the Software and any interfaces with the Software is also retained by InfoBiz and to the extent necessary you hereby assign intellectual property rights in same to InfoBiz; (d) to reproduce and include the copyright notice and any other legend specified by InfoBiz on any copies of the Software you make; (e) at all times to take reasonable steps to protect the Software from unauthorised access and use; (f) to give InfoBiz notice of any infringement of copyright or any of InfoBiz's rights which comes to your attention; and (g) before disposing of any media, to ensure any of the Software contained on it has been erased or destroyed.

3 Installation & training

Unless otherwise agreed by InfoBiz or a service provider approved by InfoBiz (an "Authorised Service Provider"), you are responsible for the installation of the Software. If InfoBiz or an Authorised Service Provider has agreed to install the Software, then you must (a) promptly supply any assistance which may be reasonably requested for the purposes of delivering and installing the Software; (b) ensure that you grant all reasonable access, including necessary security clearances, for the purposes of installing the Software; and (c) ensure that your site and computer equipment comply with any specifications or requirements communicated to you.

If InfoBiz or an Authorised Service Provider agrees to load pre-existing trust account or other data, you will remain responsible for ensuring the completeness and accuracy of the data provided by you and for verifying that all data which is loaded is complete and accurate.

If Infobiz provides you with tools or software to upload your existing trust account data into our cloud based or any other software, you will remain responsible for ensuring the completeness and accuracy of the data provided by you and for verifying that all data which is loaded is complete and accurate.

4 Maintenance & support

If you have paid the applicable licence/subscription fees to InfoBiz (as stipulated and varied by InfoBiz from time to time), then during the period covered by that fee you shall be entitled to (a) access online help files; (b) submit support requests by internet website. email. or telephone; (c) access InfoBiz's Help Desk services subject to InfoBiz's then applicable conditions regarding such access; (d) receive any patches to the Software that InfoBiz may generally make available for the purposes of correcting defects; and (e) defect support as specified below (collectively called "maintenance and support services").

In order to receive maintenance and support services, you must do all things reasonably required by InfoBiz to enable InfoBiz to provide these services remotely, including establishing and maintaining an ability to connect your computer equipment to the internet as and when required by InfoBiz.

InfoBiz may arrange for an Authorised Service Provider or contractor to provide maintenance and support services. The costs of supplying and installing any new release of the Software, including but not limited to the cost of any modifications and retraining your staff in the use of the new release are not covered by maintenance and support services. You agree to meet these costs. It is your responsibility to test the Software before making productive use of it to ensure it operates correctly in your environment and for the purposes you require.

A "software defect" is where the Software is not working as specified in InfoBiz's user documentation. To gain defect support you agree to provide InfoBiz with particulars of the defect in a format specified by InfoBiz and to provide InfoBiz with any required assistance in the diagnosis of the defect. Provided InfoBiz can reproduce the reported defect in an operating environment InfoBiz considers suitable, InfoBiz will issue at InfoBiz's discretion one or more of the following remedies: (i) a defect correction; (ii) a bypass which temporarily or permanently provides an alternative similar function; or (iii) a restriction which temporarily or permanently revokes the use of a function.

Maintenance and support services are only available for the current standard release of the Software at any time and for the immediate prior standard release for a period of three (3) months after the date the current standard release is made generally available by InfoBiz. Without limitation, maintenance and support services do not cover altered Software, improper use of the Software, failure to comply with any of InfoBiz's recommendations or requirements including any requests for assistance, use of the Software with equipment or third parties' programs or services other than those approved by InfoBiz, or supplying information available in the user documentation. If services are provided and InfoBiz reasonably concludes that they are not covered by maintenance and support services, then you must pay for those services at the rates specified by InfoBiz from time to time.

5 Third party data, data feeds and API's

Infobiz may during the course of providing access to our software provide additional third party data, data feeds and or API connectivity to a third party who provides such service. You may need to be a subscriber to access these additional features.

Infobiz makes no warranty or guarantee on the reliability, dependability or accuracy of the third party data. It is purely by choice of the subscriber to use or not to use this third party information.

Infobiz reserves the right to charge for third party information that it makes available through Infobiz Software.

6 Fair use Policy

The fair use of our software is solely at the discretion of Infobiz and if a subscriber uses our software in anyway that is considered to be unfair by Infobiz, then Infobiz will communicate this to the subscriber using any medium of communications. The subscriber will have 7 days to either rectify their use of our software or on agreement the subscriber will pay additional fees to Infobiz that suitably covers the unfair use of the software. If there is no agreement after 7 days and the subscriber has not rectified their use of Infobiz software then the subscription of the subscriber may be terminated.

7 Additional Services

InfoBiz is only provides access to Infobiz Software and may also provide accesss to third party information. Without limitation, InfoBiz is not obliged to provide any other training, installation, configuration or implementation services. If you require any additional services, then you may request InfoBiz to submit a proposal for the provision of those additional services. If InfoBiz feels able to provide those additional services, then InfoBiz will prepare a proposal identifying the additional services it will provide, its estimated schedule for the provision of the additional services and the fees payable for the additional services. InfoBiz may refer requests for additional services to an Authorised Service Provider.

8 Discontinuance and Termination of Licence

You may terminate this Licence at any time on 30 days written notice to InfoBiz. This Licence will terminate immediately without further notice to you if you fail to pay a licence fee when due or fail to remedy any breach of this Licence within 14 days after receipt of notice requiring the breach to be remedied.

The termination of this Licence will be without prejudice to any rights which InfoBiz may have. Upon termination of this Licence by InfoBiz for whatever cause, InfoBiz is discharged and released from all obligations under this Licence. Your obligations of confidentiality and non disclosure specified in this Licence will survive the termination of this Licence and you must continue to comply with those obligations notwithstanding the termination.

9 Intellectual Property

Ownership, title and complete intellectual property rights of the cloud, windows or any other software that relates to the services we provide is the property of Infobiz.

Ownership of data, the title to the entered data it and any rights whatsoever remains the property of the subscriber who is responsible for entering that data. Continued access to the data by the subscriber is contingent upon full payment of any subscription or any others fees that may have been agreed upon including installation fees, development fees or extended support fees.

Subscriber feedback to Infobiz becomes the intellectual property owned by Infobiz and the subscriber agrees to surrender any intellectual property rights of the supplied feedback in favour of Infobiz. You grant Infobiz an ongoing, worldwide, fully transferred, non-revocable, royalty free license to use any feedback you provide to InfoBiz in any way, shape or form.

If the Subscriber does not agree with these terms and conditions the Subscriber must not access our software. By accessing our software you are agreeing to this entire document as though you had signed it.

A beta tester who accesses beta versions of our software may provide feedback to Infobiz. All and any of the feedback to Infobiz becomes the intellectual property owned by Infobiz and the beta tester agrees to surrender any intellectual property rights of the supplied feedback. You grant Infobiz an ongoing, worldwide, fully transferred, non-revocable, royalty free license to use the feedback you provide to InfoBiz in any way, shape or form.

If the beta tester does not agree with these terms and conditions the besta tester must not access our beta versions of our software. By accessing our beta versions of our software you are agreeing to this entire document as though you had signed it.

10 Changes to these Terms and Conditions

Infobiz reserves the right to modify these Terms and Conditions, in our sole discretion, at any time, and the modifications will be effective immediately when posted to our website and available under the link "Terms of Service" or when we notify you by other means. We may also add, change, modify or discontinue the Services, in whole or in part. It is incumbent on the Subscriber to review the "Terms of Service" whenever we modify it because your continued use of our Software indicates your agreement to the modifications.

11 Limited warranty and disclaimer

InfoBiz warrants that InfoBiz has the right and authority to grant a Licence for the Software and that the Software, when used in an operating environment approved by InfoBiz, conforms as nearly as practicable to its published specifications. InfoBiz will use reasonable endeavours to provide any services to you within agreed time frames but InfoBiz shall not be liable for any delay in the provision of services arising from events of force majeure or any other cause whatsoever. If InfoBiz supplies standard form letters or documents to you, it is your responsibility to ensure that the letters or documents are suitable for your purposes and InfoBiz shall not be liable for any consequences arising from your use of such letters or documents.

Some laws (such as the Trade Practices Act) imply conditions and warranties into certain contracts. Some laws do not allow those contracts to exclude, modify or restrict those implied terms ("non-excludable terms"). These conditions are limited so that they do not exclude, restrict or modify those rights. To the extent permitted by law, InfoBiz's liability for breach of any condition or warranty implied by law which can not be excluded is limited, in InfoBiz's discretion, to re-supplying the services or the cost of re-supply.

SUBJECT TO THE ABOVE WARRANTIES AND THE ABOVE PROVISON REGARDING NON-EXCLUDABLE TERMS, THE SOFTWARE AND ANY SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. InfoBiz NEITHER MAKES NOR APPROVES THE MAKING OF ANY WARRANTY OR REPRESENTATION THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ARE RESPONSIBLE FOR ENSURING THAT THE SOFTWARE AND ANY SERVICES WILL SATISFY YOUR REQUIREMENTS.

If circumstances arise where you are entitled to claim damages from InfoBiz or any other party involved in the supply, support and maintenance of the Software or the provision of services relating to the Software (a "relevant party"), then notwithstanding the other provisions of this Licence, InfoBiz's liability (and the liability of any other relevant party) to you for the aggregate of all such claims (regardless of the basis on which you are entitled to claim including, without limitation, negligence) is limited to the lesser of (a) the amount of any actual direct loss or damage which you sustain; (b) the amount of the Licence Fee most recently paid by you; and (c) InfoBiz's cost of replacing or repairing any defective Software. InfoBiz is not liable for losses or damages of third parties claimed against you caused by InfoBiz's negligence. In no event will InfoBiz be liable for actual or anticipated lost profits, lost savings, lost or damaged data or any incidental or consequential damages even if InfoBiz has been advised of the possibility of such damages.

12 Additional Terms

Infobiz does not provide, give or communicate professional advice. Infobiz is not in the business of providing legal, financial, accounting, tax, health care, real estate. property transfer, property management, conveyancing or any other professional services or advice. You must consult the services of a competent professional when you need this type of assistance.

Neither party is responsible for failure to fullfil any obligation due to causes beyond their control. If any provision of this Licence is found to be invalid, un-enforceable or illegal, then that provision will be deemed to be deleted to the extent necessary to remove the invalid, un-enforceable or illegal portion and the balance of this Licence will remain binding. You agree that this is the complete and exclusive statement of the agreement between you and InfoBiz and that it supersedes all proposals or prior agreements, oral or written,and all other communications between all parties relating to the subject matter of this Licence. This Licence is made in accordance with, and is subject to, the laws of South Australia. You irrevocably agree to submit all disputes arising in connection with this Licence to the jurisdiction of the South Australian courts.