Terms of Service

1. Formation

This agreement is made between livepro Australia Pty Ltd ABN 92 095 140 775 (livepro) and any entity that uses the Services (Client). The Client is bound by these terms of service on execution of these terms of service; or when the Client uses livepro it agrees to be bound by these terms of service.

2. Term

This agreement starts when Client begins using livepro or two months after the date the Contract is signed (whichever is the earliest) and will continue until the Client ceases using livepro, unless terminated in accordance with this agreement.

3. Services

3.1 livepro will provide the Services in accordance with this agreement.

3.2 livepro will provide the Client with additional training in the use of the Services from time to time as required or requested by the Client, and the Client may be required to pay additional fees for such training.

3.3 The Client will have access to livepro’s technical support and may use call-in technical support during normal business hours. Service requests must be communicated by telephone or email and must provide sufficient information to enable livepro to replicate and diagnose the reported problem. If necessary and subject to normal security procedures, livepro support staff may access the Client’s data on the Service to diagnose and deal with reported errors.

4. Client responsibilities

4.1 The Client is responsible for:

(a) understanding and complying with its contractual obligations to livepro;

(b) notifying livepro of changes made to technical or administrative contact information;

(c) maintaining its own system(s) of record;

(d) ensuring the supervision, management, and control of the use of the Services by its personnel;

(e) developing its own disaster recovery and business continuity plans that address the inability to access or utilize the Services.

(f) providing livepro with a list of approvers for security and system configuration changes for data transmission; and

(g) immediately notifying livepro of any actual or suspected information security breaches, including compromised user accounts, including those used for integrations and secure file transfers.

5. Fees and Payment

5.1 The Client must pay the $fees plus GST paid annually in advance for the Services. Client must pay invoices within thirty (30) days of the date of issue of the invoice.

6. Intellectual Property Rights

6.1 The Client owns all rights (including intellectual property rights), title and interest to the Client Content. The Client grants livepro a non-exclusive licence to use the Client Content for the purpose of performing livepro’s obligations under this agreement.

6.2 The Client consents to livepro using the Client’s company name and reproducing the Client’s logos for livepro’s promotional and publicity purposes.

6.3 livepro owns all rights (including intellectual property rights), title and interest to its software and training materials. livepro grants the Client a non-exclusive and non-transferable licence to use its software and training materials for the term of this agreement.

7. Liability and Indemnity

7.1 The Services are provided as is and the Client agrees that its use of the Services is at its own risk. Unless mentioned in this agreement, livepro makes no representations or

warranties in relation to the Services or any products provided by third parties.

7.2 livepro excludes liability for:

(a) any costs, expenses, claims or liability suffered or incurred by the Client as a result of livepro complying with the Client’s directions;

(b) any indirect liability, that is, any liability not arising naturally in the ordinary course of things from the relevant event or circumstance giving rise to the liability;

(c) any loss of profit, loss of business opportunities, loss of software or loss of data, in each case whether such loss is direct or indirect, arising in connection with this agreement; and

(d) any claim or demand brought by third parties.

7.3 To the extent permitted by law, livepro’s aggregate liability arising in connection with this agreement will not exceed the fees paid by the Client under this agreement in the 90 days preceding the date of the claim.

7.4 livepro will not be liable for any delay or non-performance of livepro’s obligations under this agreement if it is caused by a circumstance beyond livepro’s reasonable control.

8. Suspension and Termination

8.1 Without limiting any remedies available to livepro under this agreement or at law, livepro may suspend the Services and/or terminate this agreement with notice to the Client if:

(a) the Client fails to remedy a breach within 7 days of a notice from livepro requesting the Client to do so;

(b) the fees are outstanding for more than 7 days past the due date; or

(c) the Client becomes insolvent.

8.2 Without limiting any remedies available to the Client under this agreement or at law, the Client may terminate this agreement with notice to livepro if:

(a) livepro fails to remedy a breach within 7 days of a notice from the Client requesting livepro to do so; or

(b) livepro becomes insolvent.

8.3 Either party may terminate this agreement at any time by giving the other party at least 90 days’ prior written notice. In this instance, any prepaid fees applicable to the unused portion of any Services will be refunded to the Client.

8.4 Upon the termination of this agreement for any reason, the Client must pay all outstanding fees.

9. General Terms

9.1 livepro may sub-contract the performance of any part of the Services to any third party or assign or novate this agreement or any of livepro’s rights or obligations under this agreement.

9.2 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.

9.3 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.

9.4 All notices and consents relating to this agreement must be in writing and sent by email.

9.5 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.

9.6 This agreement is governed by, and construed in accordance with the laws of New South Wales. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales.

10. Force Majeure

10.1 livepro is not liable for any delay or failure to perform its obligations if such failure is due to Force Majeure.

10.2 If a failure or delay is caused or anticipated by Force Majeure, livepro’s obligations will be suspended. If a delay or failure by livepro to deliver its obligations due to Force Majeure exceeds 60 days, livepro may immediately terminate.

11. Confidentiality

Nothing in this Contract prohibits disclosure of information which:

(a) is in the public domain otherwise than a result of a breach of this clause;

(b) is received from a third party provided that it was not acquired directly or indirectly by that third party as a result of a breach of this clause;

(c) is required to be disclosed by law or any government or governmental body, authority, agency or stock exchange having authority over a party;

(d) is disclosed by us as part of a bona fide potential sale of our assets, shares in us or shares of any company of which we are a wholly owned subsidiary; or

(e) is for the purposes of providing legal advice.

11.3 Each party (Receiving Party) who receives Confidential Information of the other party (Disclosing Party) must return to the Disclosing Party that Confidential Information and all copies made of that Confidential Information:

(a) when notified to do so; and

(b) on the termination or expiration of this Contract.

12. Definitions

12.1 In this agreement:

(a) Associates mean the officers, directors, employees, subcontractors, consultants or agents of a party.

(b) Client Content means all information and materials stored in livepro by the Client in connection with this agreement.

(c) Force Majeure means any delays or failure to perform obligations under the agreement which results from circumstances beyond the reasonable control of that party.

(d) Pre-Existing Materials mean any of livepro’s materials existing at the date of this agreement, including all trademarks, designs, design specifications, software, hardware or other documentation and materials used in livepro’s business or operations.

(e) Services means the livepro software, training and any other services or software livepro provides to the Client.