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iSurveyRisk LICENCE – TERMS AND CONDITIONS

1. Parties and Authority

1.1 These iSurveyRisk Licence Terms and Conditions (Terms and Conditions) shall apply to all Licenced IP, Branding and Services between Steadfast Risk Services Pty Ltd (ACN 629 218 917) of Level 4, 97-99 Bathurst Street, Sydney, NSW 2000 (Licensor) and User.

1.2 The Licensor wishes to licence the Licensed IP and the Branding to the User for the purposes of the User promoting the Services to and using the Services on behalf of themselves or their clients pursuant to these Terms and Conditions.

1.3 The User agrees to a non-exclusive, non-transferable, non-sub-licensable licence to only use the Licenced IP and Branding for the Services in the Territory as set out in these Terms and Conditions. The User agrees to be bound by these Terms and Conditions.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, the following definitions apply:

Branding means the logos, designs, specifications, presentation, marks, symbols, colours and identifiers used to differentiate the Licensor from competitors, including the Trade Marks, as specified in the Style Guide or as otherwise notified by the Licensor from time to time.

Client Data means all data, content, materials and information created or collected by the User as a result of performing the Services under these Terms and Conditions and may include data such as location, occupation, construction, protection, exposures (including natural catastrophe exposures) and any associated risks to the property and surrounds.

Commencement Date means the date these Terms and Conditions are accepted by the User.

Confidential Information of a party means information of a party in any form or media that:

is by its nature confidential;

is designated by a party as confidential; or

the receiving party knows or reasonably ought to know is confidential.

Insolvency Event means:

        1. having a receiver and/or manager appointed over any of its assets and property;

having a liquidator appointed (whether under a creditor’s petition, voluntary liquidation or otherwise);

passing a resolution for winding-up (otherwise than for a purpose of solvent amalgamation or reconstruction);

being placed under any form of insolvency administration;

entering into any composition or arrangement with its creditors; or

becoming insolvent.

Intellectual Property Rights means all and any patents, patent applications, trade marks, trade names, registered designs, unregistered design rights, copyright, know how, trade secrets, domain names, internet addresses, rights in confidential information, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same.

Licensed IP means the intellectual property owned by the Licensor and described in Schedule 1, and the Improvements.

Licence Fee has the meaning given in Schedule 1.

Name means the name specified in Schedule 1.

Services means the services described in Schedule 1.

Software means the software described in Schedule 1.

Style Guide means the trade mark style guide as amended by and updated by the Licensor from time to time.

Survey means an independently assigned survey record number issued by iSurveyRisk for each survey commenced and will be recorded as having been issued irrespective of part completion, modification, finalisation, deletion or removal.

Term means the Term set out at clause 3.1.

Territory means the country or countries specified in Schedule 1.

Trade Marks means the trade marks (registered and unregistered) set out in Schedule 2 and such other trade names, logos and trade marks owned by or licensed to the Licensor, whether or not they are registered, as the Licensor may from time to time notify.

User means a person who has accepted these online terms and conditions.

Interpretation

      1. In the interpretation of these Terms and Conditions, the following provisions apply unless the context otherwise requires:

the singular denotes the plural and vice versa;

where a word or phrase is given a defined meaning, another part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning;

a person includes a company, trust, partnership, joint venture, association, body corporate or governmental agency;

a reference to any law, legislation or legislative provision includes any statutory modification, amendment or reenactment;

the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it and

a reference to any document or agreement is to that document or agreement as amended, novated, supplemented or replaced.

3. Term and Termination

3.1 These Terms and Conditions take effect on the Commencement Date and remain in force until all Surveys which have been paid for under these Terms and Conditions have been used or at the expiry of 12 months from the Commencement Date, unless terminated earlier pursuant to these Terms and Conditions.

Termination

3.2 A party has the right to terminate these Terms and Conditions by notice if:

3.2.1. a party commits a breach of any material provisions of these Terms and Conditions and:

(a) the breach is not capable of remedy; or

(b) the breach is capable of remedy but the party does not remedy the breach within a period of 14 days after receiving notice from the Licensor specifying the nature of the default; or

3.2.2. an Insolvency Event occurs in respect of a party, subject to legislative provisions.

3.3 The Licensor has the right to immediately terminate these Terms and Conditions if the owner of the Licensed IP and Branding, Entegre Risk Technology Services Pty Ltd (ERTS), terminates the licence agreement between the Licensor and ERTS.

Events on termination

3.5 On termination of these Terms and Conditions, the User must immediately:

(a) not access electronic copies, cease using and deliver all hard copies of the Licensed IP to the Licensor;

(b) change its corporate name so as to remove the Name or any part of it from its corporate name;

(c) otherwise comply with any reasonable requests made by the Licensor in relation to providing cooperation and assistance with the termination of these Terms and Conditions.

3.6 On termination of these Terms and Conditions, each party must return the other party’s Confidential Information or, if requested by that other party, destroy or erase all copies of that Confidential Information, except that each party may retain a copy of the other party’s Confidential Information for its archival purposes.

3.7 Termination will not affect the use of Client Data pursuant to Clause 8 of these Terms and Conditions.

3.8 The Licensor will not provide any refund to the User for unused Surveys following the expiry of the Term or termination of these Terms and Conditions.

4. Name and Branding

Rights to Use

4.1 The User’s right to use the Branding, in relation to the promotion and provision of the Services within the Territory is subject to the Style Guide, set out at Schedule 3, and any other reasonable directions of the Licensor from time to time.

4.2 Subject to clause .1, the User may use the Branding during the Term:

4.2.1. on its stationery, on its business premises and in its dealings with clients;

4.2.2. in the display and use of marketing, promotional and advertising material.

Representation of intended use

4.3 The User must provide to the Licensor a representation of intended use of any part of the Branding and the User cannot vary, adapt or change that representation, including its colour scheme, once approved by the Licensor without further approval.

5. Licence Fee

5.1 The User must pay the Licensor the Licence Fee as set out in Schedule 1.

Payment

5.2 The Licence Fee will be a pre-payment for a set number of Surveys as set out in Schedule 1.

Currency

5.3 All references to dollar amounts in these Terms and Conditions are in Australian currency and all payments made under these Terms and Conditions by the User must be made in Australian dollars.

Taxes

5.4 All amounts payable under these Terms and Conditions are exclusive of sales, use, value-added and other taxes. The User is responsible for, and must submit to proper tax authority any present or future sales tax, use, value-added or other taxes, duties, tariffs, or fees that directly result from the grant of the licence under these Terms and Conditions. The User must promptly pay to the Licensor upon demand an amount equal to such taxes actually paid or required to be collected or paid by the Licensor for which the User is responsible under this clause.

6. Intellectual Property Rights

Acknowledgements

6.1 The User acknowledges that:

6.1.1. nothing in these Terms and Conditions confers on the User any right or interest in the Licensed IP, the Branding or the Improvements except user rights as set out in these Terms and Conditions;

6.1.2. these Terms and Conditions do not assign to the User any Intellectual Property Rights, whether in the Licensed IP, the Branding or otherwise; and

6.1.3. it must only use the Licensed IP and the Branding as directed by the Licensor as set out in these Terms and Conditions or in writing, where the Licensor is acting reasonably.

7. Software

Restrictions on use

7.1 The User must not:

7.1.1. copy part, or all, of the Software;

7.1.2. modify, adapt, translate, tamper with, reverse engineer or otherwise derive source codes for the Software or attempt to do any of those things;

7.1.3. use the Software in any manner other than prescribed by the Licensor;

7.1.4. give, rent, lend or otherwise supply the Software to any other person; and

7.1.5. sublicense, assign or otherwise transfer its rights to use the Software to any other person.

Copyright

7.2 The User acknowledges that:

7.2.1. the Software is a copyrighted work and it has no rights or title in part or all of the Software except as provided in these Terms and Conditions; and

7.2.2. the Licensor (or its licensors) may make alterations to, or replace, the Software.

Errors

7.3 The Licensor makes no express or implied warranty that the Software is or will be complete, fit for purpose or free from errors or defects.

8. Client Data

Ownership

8.1 The parties agree that Client Data will remain the property of the User who creates or collects the Client Data.





Licence to use data

8.2 The User confirms and acknowledges that depersonalised aggregated data collected from the Services may be provided to the Licensor (or its licensors), who may use that data for statistical performance reports, planning, marketing or product development opportunities.

9. Confidentiality and Privacy

Definitions

9.1 In this clause 9:

Provider means the person providing the Confidential Information; and

Recipient means the person receiving the Confidential Information.

Obligation of confidence

9.2 The Recipient of Confidential Information must not use, copy, disclose, reproduce or make public the Provider's Confidential Information for any purpose except in accordance with these Terms and Conditions. The Recipient must ensure that its directors, employees, contractors and agents (Representatives) do not do anything that would breach this clause.

9.3 If the Recipient becomes aware of a breach of the obligation in clause .2, the Recipient must immediately notify the Provider.

Further permitted use and disclosure

9.4 The Recipient must not disclose any of the Provider's Confidential Information unless one of the following circumstances applies:

9.4.1 the Provider has consented in writing to the disclosure. The consent may be subject to the condition that the person to whom the disclosure is to be made enters into a separate confidentiality agreement with the Provider;

9.4.2. the disclosure is specifically contemplated and permitted by these Terms and Conditions;

9.4.3. the disclosure is to Representatives of the Recipient to the extent the Representatives need to know the Confidential Information in order to perform a function in connection with these Terms and Conditions. The Recipient must ensure that its Representatives comply with the terms of this clause 9;

9.4.4. the disclosure is to any legal, accounting or professional advisor in order for it to provide advice in relation to matters arising under or in connection with this these Terms and Conditions;

9.4.5. the disclosure is required by a court, a binding directive of a governmental or administrative authority or to comply with any applicable law; or

9.4.6. the disclosure is required by virtue of the law or regulations that govern a relevant stock exchange.





Obligations to continue after these Terms and Conditions end

9.5 The obligations of confidence set out in these Terms and Conditions will survive termination or expiry of these Terms and Conditions.

Privacy

9.6 The parties agree to comply with the obligations of the Privacy Act 1988 (Cth).

9.7 The User, where collecting and providing the Licensor with any personal information regarding their clients, will comply with all relevant obligations under the Privacy Act 1988 (Cth), including having made or making their client(s) aware that their personal information will be disclosed to the Licensor and handled in accordance with the Licensor’s privacy policy (insert web link).



10. Liability

Acknowledgements

10.1 The User acknowledges that, subject to clause 10.2:

10.1.1. the Licensor does not give any warranties in relation to the Licensed IP (including any warranty of non-infringement); and

10.1.2. the User exercises its rights under these Terms and Conditions at its sole risk.

Third party warranties

10.2 The Licensor must ensure that the User receives the benefit of all third-party warranties in respect to the Licensed IP, if any.

Limitation of liability

10.3 Notwithstanding any other provision of these Terms and Conditions, the Licensor’s entire liability to the User will not exceed the greater of:

10.3.1. the amount actually paid by the User under these Terms and Conditions to the Licensor in the 12 prior months prior to the liability arising.

10.4 In no event will the Licensor be liable in contract, tort (including negligence) or otherwise to the User in respect of any loss of data, loss of reputation, loss of revenue, loss of profits, failure to realise expected profits or savings and any pure economic loss of any kind from claims arising out of or in connection with these Terms and Conditions.

10.5 The Licensor’s liability for breach of any non-excludable warranty by law is limited, at the Licensor’s option, to:

10.5.1. in the case of Services, resupplying the Services or paying the costs of resupplying the Services; or

10.5.2. in the case of goods, replacing or repairing the goods or supplying equivalent goods, or paying for the cost of replacing or repairing the goods or of acquiring equivalent goods.

10.7 The User acknowledges that it has not relied on any representation, warranty, promise, forecast or statement made by the Licensor.

Indemnity

10.8 A party indemnifies (Indemnifying Party) the other party (Indemnified Party) against all third party claims (including all legal costs) reasonably incurred by the Indemnified Party arising out of or incidental to:

10.8.1. the Indemnifying Party’s exercise of its rights under these Terms and Conditions;

10.8.2. any breach by the Indemnifying Party of its obligations under these Terms and Conditions;

10.8.3. the use of the Licensed IP, Services or the Branding by the Indemnifying Party.

10.9 The Licensor’s rights to be indemnified under clauses .1 to 10.8.3 are subject to the User’s rights under clause .2.

11. General Provisions

Amendments

11.1 These Terms and Conditions may only be varied in writing and signed by both parties.

Entire agreement

11.2 These Terms and Conditions constitute the entire understanding between the parties to the exclusion of any previous communications, representations or agreements whether verbal or written.

Further assurances

11.3 Each party must promptly execute all documents and do all things that another party from time to time reasonably requests to effect, perfect or complete these Terms and Conditions and all transactions incidental to it.

Severability

11.4 Each provision of these Terms and Conditions is individually severable. If any provision is or becomes illegal, unenforceable or invalid in any jurisdiction it is to be treated as being severed from these Terms and Conditions in the relevant jurisdiction, but the rest of these Terms and Conditions will not be affected. The legality, validity and enforceability of the provision in any other jurisdiction will not be affected.





Waivers

11.5 A waiver of any right, power or remedy under these Terms and Conditions must be in writing signed by the party granting it. A waiver only affects the particular obligation or breach for which it is given. It is not an implied waiver of any other obligation or breach or an implied waiver of that obligation or breach on any other occasion.

Governing law and jurisdiction

11.6 These Terms and Conditions are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis and any courts of appeal from those courts.











































SCHEDULE 1

Details

Licensed IP:

iSurveyRisk

Any Branding and any materials produced by, or on behalf of, the Licensor related to iSurveyRisk

Licence Fee:

$1250 (plus GST) inclusive of 25 Reports

Note: The Licensor will not provide any refund to the User for any unused Surveys following the expiry of the Term or termination of these Terms and Conditions.

Software:

iSurveyRisk

Services:

iSurveyRisk is an online risk assessment tool allowing the User to conduct on-site short form Surveys via desktop, tablets or smartphones to assess property risks. The Survey will produce a risk score allowing the User to assess risk and provide risk recommendations. Where a risk Engineering report has been completed by an Engineer for the User or the User’s client, this report will be available to the User via the iSurveyRisk platform.

Territory:

Worldwide






















SCHEDULE 2

Details of Trade Marks

Unregistered trade marks

iSurveyRisk