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In this agreement, terms used in the Schedule have the meaning given to them in the Schedule and, unless the context otherwise requires:
Australian Consumer Law means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory.
Authorised User means the employees, agents and independent contractors of you who are authorised by you to be supplied Authorised User Logins and access and use Platform.
Authorised User Logins means the unique username and password issued or otherwise assigned by us to you or your Authorised Users for access to and use of the Platform.
Confidential Information of a party means the confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosingparty) which his disclosed to, or learnt by or accessed by the other party (receiving party), including information which:
but does not include information:
Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.
Dispute Notice means a notice issued by a party claiming a dispute has arisen, which is issued to the other party setting out the nature of the dispute and all other information relevant to the dispute.
Fees means (where applicable) the Subscription Fees and/or the Support add-on and/or One-off add-one fees.
Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:
Further Term has the meaning given to that term in clause 3.
GST has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Initial Term has the meaning given to that term in clause 3.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.
One-off add-ons means the one-off add-ons selected by you and set out in the Schedule.
Our IP has the meaning given to that term in clause 13.1
Pre-Existing IP means any Intellectual Property Rights in any materials existing at the date of this agreement, including Intellectual Property Rights in software, hardware or documentation and materials used in our or your business.
Privacy Act means the Privacy Act 1998 (Cth).
Schedule means the schedule attached to these agreed terms, setting out the commercial details, including your Subscription type, any add-ons, and your fees.
Start Date means the date this agreement is signed by both parties.
Subscription means either your Annual or Monthly Subscription to access and use the Platform, including your Support add-ons if selected in the Schedule, in accordance with these agreed terms.
Support add-ons means the support add-ons selected by you and set out in the Schedule.
Taxable Supply has the meaning given to that term in A New Tax System (Goods and Services Tax) Act1999 (Cth).
Term means the Initial Term and any Further Term.
Third Party Product has the meaning given to that term in clause 12.
Third Party Supplier means a supplier who supplies Third Party Products (other than us).
Update has the meaning given to that term in clause 9.
Your Content means all any content, including text, data, logos, documents, imagery, videos or other files entered, uploaded or created by you or your Authorised Users while using the Platform.
an agreement is formed between you and How Too Pty Limited ACN 623 119 522 of Level 7, 33 Chandos Street, St Leonards NSW 2065 (we, us, our) consisting of the Schedule and these agreed terms (agreement).
(each additional 12-month period and/or monthly period (as applicable), a Further Term).
by giving us at least 7 days’ notice prior to your next Payment Cycle (Cancellation Cut-Off).
Each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term:
We may use third party products and services in supplying you with access to the Platform (including incorporating such products and services into the Platform) (Third Party Product). You acknowledge that:
We do not represent or warrant that the Platform is entirely secure, uninterrupted or error-free. You acknowledge that the public internet is an inherently insecure environment and that we have no control over the privacy of any communications or the security of any data outside of our internal systems
If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.