Terms of Use - BikeHero Legal Terms and Conditions

Welcome to BikeHero! We are BikeHero Pty Ltd, an Australian business with ACN 699 107 367 (‘we’, ‘our’ or ‘us’) and we provide an online educational platform designed to help children and teenagers learn about e-bike safety known as BikeHero as described on our Website (Software).

These terms and conditions (Terms) govern your access to the Software on either our Website or any associated mobile application (together, the Platform) and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at bikehero.au/terms (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 13. Please ensure you contact us if you want to cancel your Subscription.

I.READING AND ACCEPTING THESE TERMS

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By clicking the tick box below or clicking the “I accept these Terms” button on our Platform, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you, the Parent acquiring a Subscription (‘you’ or ‘your’) and us.

We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

II.ELIGIBILITY

By accepting these Terms and creating an Account, you represent and warrant that:
you are 18 years of age or older and have the legal capacity and authority to enter into a binding contract with us;
you are the parent or legal guardian of each Child you register for access to the Software, or you are otherwise authorised by that Child’s parent or legal guardian to register and manage that access on their behalf (you, in this capacity, a Parent); and
you consent to your Child’s use of the Software under your Account, subject to your ongoing supervision, in accordance with these Terms.
The Software is designed for use by children and teenagers, generally aged between approximately 11 and 17 years (each a Child), accessing the Software under a Parent’s Account. A Child does not register for, or hold, their own Account, and may only access the Software through their Parent’s Account in accordance with these Terms.
Please do not create an Account, or permit a Child to access the Software, if you are not satisfied that you are that Child’s parent or legal guardian, or are not otherwise authorised to consent to the Child’s use of the Software on behalf of their parent or legal guardian.

III.DURATION OF YOUR SUBSCRIPTION

Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 13.

Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).

This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if you cancel your Subscription at any time prior to the Renewal Date through your Account, the Online Payment Partner or by contacting us, or if either party otherwise provides a written cancellation notice at least 5 Business Days prior to the Renewal Date.

At least 30 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).

IV.THE SOLUTION

A.SCOPE OF YOUR SUBSCRIPTION AND THE SOLUTION

We will provide you with the Software and the Documentation (Solution).

Your Subscription includes the benefits and limitations as set out on our Platform, or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).

B.ACCOUNTS

(Accounts) To use the Solution, you (as a Parent) must sign-up, register and receive an account through the Platform (an Account). A Child does not hold a separate Account, and may only access the Software, including any free introductory content, through their Parent’s Account.

(Provide Information) As part of the Account registration process and as part of your continued use of the Platform, you may be required to provide personal information about yourself, and limited personal information about your Child, as further described in our Privacy Policy.

(Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.

(Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Platform and provide you with an Account.

C.DISCLAIMER

You acknowledge and agree that:

the Software, including all educational modules, videos, quizzes, interactive safety scenarios and other content, is provided for general educational purposes only and does not constitute professional riding instruction, training, supervision, accreditation or certification of any kind;
we do not supervise, and cannot guarantee the safety of, any Child while riding an e-bike or undertaking any activity referenced in, or inspired by, the Software;
it remains your responsibility, as a Parent, to supervise your Child’s use of the Software and your Child’s e-bike riding, and to make your own assessment of your Child’s readiness and ability to ride safely;
the Platform does not actively monitor rides or provide emergency response services; and
any information provided to you or your Child as part of or in connection with the Solution is general in nature, may not be suitable for your circumstances and does not constitute medical, legal or any other kind of professional advice.

D.AI FUNCTIONALITY

The Software includes an AI-powered chatbot to support your Child’s learning experience (Chatbot). The Chatbot, and other AI-powered features of the Software, are powered by one or more third-party AI services that we engage from time to time and may change (each a Third Party AI Service). In relation to the Chatbot:

we do not store conversations between your Child and the Chatbot beyond what is reasonably required to provide the Chatbot’s functionality;
prompts and conversations are not used to train any underlying AI model;
the relevant Third Party AI Service may retain limited data for a short period for safety and moderation purposes, in accordance with that provider’s own policies, where applicable; and
you, as a Parent, cannot access the content of your Child’s conversations with the Chatbot.

The Software may include an optional feature allowing your Child to upload a photo of themselves, which is processed using a Third Party AI Service to create an illustrated version (Be A BikeHero Feature). In relation to the Be A BikeHero Feature:

the original photo is deleted after processing and only the resulting illustrated image is retained;
you, as a Parent, must provide your consent before your Child uses this feature; and
this feature may be unavailable from time to time, including while we finalise arrangements with our service providers.

Outputs generated by the Chatbot, the Be A BikeHero Feature or any other AI functionality within the Software (AI Outputs) may contain errors, inaccuracies or limitations. AI Outputs are provided for engagement and educational purposes only, and we do not warrant their accuracy, completeness or suitability for any purpose, including any safety-related purpose.

E.CERTIFICATES

On completion of the Software, or relevant parts of it, your Child may receive a certificate of completion (Certificate of Completion).

A Certificate of Completion confirms only that your Child has engaged with the relevant content of the Software. It is not, and must not be represented or relied upon as, a qualification, accreditation, licence or certification of your Child’s e-bike riding competency, safety awareness or behaviour, and does not constitute formal rider training or assessment.

F.SOFTWARE

While your Subscription is maintained, we grant to you, and any Child registered under your Account, a non-exclusive, non-transferable licence to use the Software and Documentation for your own personal, non-commercial use.

We may from time to time, in our absolute discretion, release enhancements to the Software, meaning an upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

G.PLATFORM FEATURES AND DEVICE PERMISSIONS

The Platform may be accessed through our Website and, where available, any companion mobile application. Certain features of the Platform may require access to functions or information available on your device, including location services, push notifications, device identifiers or other device capabilities.

You acknowledge and agree that:

certain features of the Platform may only operate where you choose to enable the relevant device permissions;
you may enable or disable those permissions through your device settings at any time, subject to the functionality of the Platform;
if you disable those permissions, some features of the Platform may not operate as intended or may become unavailable; and
where the Platform uses location information or other device functionality, it will do so only in accordance with these Terms and our Privacy Policy.

H.SUPPORT SERVICES

We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services). Unless otherwise agreed in writing:

we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control);
we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
you are responsible for managing access to your Account; and
you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

I.DATA HOSTING

We will store User Data you upload to the Software using a third party hosting service selected by us (Hosting Services), subject to the following terms:

(hosting location) You acknowledge and agree that we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
(service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.

V.YOUR OBLIGATIONS

You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.

You must not, and must not encourage or permit any User or any third party to, without our prior written approval:

upload sensitive information or commercial secrets using the Software;
upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
use the Software for any purpose other than for the purpose for which it was designed;
upload any material that is owned or copyrighted by a third party;
make copies of the Documentation or the Software;
adapt, modify or tamper in any way with the Software;
remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software;
use the Software in a way which infringes the Intellectual Property Rights of any third party;
create derivative works from or translate the Software or Documentation;
publish or otherwise communicate the Software or Documentation to the public, including by making it available online or sharing it with third parties;
integrate the Software with third party data or Software, or make additions or changes to the Software, (including by incorporating APIs into the Software) other than integrating in accordance with any Documentation or instructions provided by us in writing;
intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;

If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Platform.

You agree, and you must ensure that all Users agree:

to comply with each of your obligations in these Terms;
to sign up for an Account in order to use the Solution;
that information given to you through the Software, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 6.

VI.FEES AND PAYMENT

A.SUBSCRIPTION FEES

You must pay subscription fees to us in the amounts specified on the Platform, or as otherwise agreed in writing (Subscription Fees).

All Subscription Fees must be paid in advance and, except as set out under Change of Mind Refund below, are non-refundable for change of mind.

B.CHANGE OF MIND REFUND

If you change your mind, you may request a refund of your Subscription Fees within 7 days of the date you first subscribed (Change of Mind Refund), provided that you and your Child have not accessed any paid content of the Software during that period.

To request a Change of Mind Refund, please contact us using the contact details or form provided on our Platform. This clause does not limit any rights you may separately have under the Australian Consumer Law.

Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period (or immediately after the expiry of any applicable Free Trial Period) and at the beginning of every Renewal Period thereafter.

C.AUTOMATIC RECURRING BILLING

Subject to clauses 7.4 and 7.5:

Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 13.

While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.

D.GRACE PERIOD

If you fail to cancel your Subscription prior to a Renewal Period and you are charged recurring charges, you have up to 10 Business Days from the date of that renewal to cancel your Subscription by contacting us through our Platform (Grace Period). If you cancel your Subscription within the Grace Period, please contact us via our Platform to request a refund for any recurring fees charged to you during the Grace Period.

E.CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 30 days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription before the new Subscription Fees take effect, the Grace Period in clause 7.4 will apply.

Subscription Fees offered during any introductory or pilot period are offered on a limited-time basis only. We do not guarantee that any introductory or pilot pricing will continue to apply to your Subscription following a Renewal Period, and your Subscription Fees may revert to our then-current standard pricing on renewal, subject to the notice required under this clause.

F.LATE PAYMENTS

If a payment fails or is otherwise unsuccessful, we will provide you with a short grace period of 3 days to update your payment method before we suspend your access to the Solution. We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 7.

G.GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

H.CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

I.ONLINE PAYMENT PARTNER

We may use third-party online payment partners, currently Stripe and RevenueCat (each an Online Payment Partner) to collect Subscription Fees, manage your Subscription and facilitate self-service cancellation.

Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you acknowledge agree that:

the processing of payments by the Online Payment Partners will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partners, which can be found here and here;
you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and
We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.

VII.INTELLECTUAL PROPERTY AND DATA

A.SOFTWARE CONTENT INTELLECTUAL PROPERTY

(Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you.

(Licence to you) You are granted a licence to the Software Content for your own personal, non-commercial use, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.

B.USER DATA

C.OUR RIGHTS AND OBLIGATIONS

You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably necessary to operate, maintain and improve the Solution, in accordance with our Privacy Policy. For clarity, this licence does not extend to using User Data for machine learning, profiling, marketing or other commercial insights purposes beyond what is reasonably necessary to operate and improve the Solution, and we will not use any User Data relating to a Child to train any Third Party AI Service or other AI model.

We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

D.YOUR OBLIGATIONS AND GRANT OF LICENCE TO US

You are responsible for ensuring that:

you share User Data only with intended recipients; and
all User Data is appropriate and not in contravention of these Terms.

You:

warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

VIII.THIRD PARTY SOFTWARE & TERMS

A.THIRD PARTY TERMS

If we are required to acquire goods or services supplied by a third party, you may be subject to the terms and conditions of that third party (‘Third Party Terms’).

Our current third party providers include Stripe, Supabase, Vercel, PostHog, RevenueCat as well as one or more Third Party AI Services engaged from time to time to power the Chatbot, the Be A BikeHero Feature and other AI functionality within the Software.

Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

IX.CONFIDENTIALITY

Except as contemplated by these Terms, a party must not, and must not permit any User, to use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent.

Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.

The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.

X.PRIVACY

We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at bikehero.au/privacy.

Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.

By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.

XI.LIABILITY

A.WARRANTIES AND LIMITATIONS

(Warranties) We warrant that:

during the Subscription Period, the Software will perform substantially in accordance with the Documentation;
during the Subscription Period, the Solution will be provided as described to you in, and subject to, these Terms; and
to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
(Errors) We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us;
result from any misuse of the Software; or
result from the use of the Software by you other than in accordance with these Terms or the Documentation.
(Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
the Solution may have errors or defects;
the Solution may not be accessible at times;
messages sent through the Solution may not be delivered promptly, or delivered at all;
information you receive or supply through the Solution may not be secure or confidential; or
any information provided through the Solution may not be accurate or true.
(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.

XII.LIABILITY

To the maximum extent permitted by law, the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 6 months preceding the date of the event giving rise to the relevant liability.

A.CONSEQUENTIAL LOSS

To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:

in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

XIII.CANCELLATION

A.CANCELLATION AT ANY TIME

You may cancel your Subscription at any time, with effect from the end of your current Renewal Period, through your Account, the Online Payment Partner or by contacting us. We may cancel or terminate your Subscription for convenience by providing you with at least 10 Business Days’ notice.

B.CANCELLATION FOR BREACH

Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.

A “Breach” of these Terms means:

a party (Notifying Party) considers the other party (or any of its Users) is in breach of these Terms and notifies the other party;
the other party is given 10 Business Days to rectify the breach; and
the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

C.EFFECT OF TERMINATION

Upon termination of this agreement:

you will no longer have access to the Software, your Account or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
each party must comply with all obligations that are by their nature intended to survive the end of this agreement, including without limitation confidentiality, intellectual property, liability and indemnity obligations.

XIV.DISPUTE RESOLUTION

A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.

Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

XV.FORCE MAJEURE

We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

reasonable details of the Force Majeure Event; and
so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.

Subject to compliance with clause 15(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

For the purposes of this agreement, a ‘Force Majeure Event’ means any:

act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
strikes or other industrial action outside of the control of us;
war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.

XVI.NOTICES

A notice or other communication to a party under these Terms must be:

in writing and in English; and
delivered via email to the other party, to the email address registered against your Account, or if no email address is registered, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:

24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
when replied to by the other party,
whichever is earlier.

XVII.GENERAL

A.GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

B.WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

C.SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

D.JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

E.ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

F.ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

G.INTERPRETATION

(singular and plural) words in the singular includes the plural (and vice versa);

(currency) a reference to $; or “dollar” is to Australian currency;

(gender) words indicating a gender includes the corresponding words of any other gender;

(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

(headings) headings and words in bold type are for convenience only and do not affect interpretation;

(includes) the word “includes” and similar words in any form is not a word of limitation; and

(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

XVIII.DEFINITIONS

Confidential Information: means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Documentation: means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form.
Hosting Services: has the meaning given in clause 5.
Intellectual Property Rights: means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
Material: means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Personnel: means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.