Terms and Conditions

1. AGREEMENT

1.1 These Terms and Conditions, together with our Privacy Policy, apply to your use of the Indyrct Pty Ltd (ACN 689 719 837) ("we, "us" or "our") Software.1.2 By using the Software, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for who you use the Software, whether as an Authorised User, Invitee or otherwise.1.3 Any early access services offered to you as a proof of concept user (“Proof of Concept User”) will be governed by these Terms and Conditions.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:"Agreement" means these terms and conditions as amended by us from time to time;“Account” means the account you create to use our Software as defined in clause 4.1;“Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth);"Authorised User" means those of your employees, agents and contractors who are authorised by you to use the Software, and subscribe to use the Software via the Site;"Business Day" means 9:00am – 5:00pm Monday to Friday, excluding Saturdays, Sundays and public holidays in New South Wales, Australia;“Customer Data” has the meaning in clause 9.4;“Developed IP” is defined in clause 9.2;“Indemnified Parties” is defined in clause 12.1.“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;“Invitee” is defined at clause 3.1;“Minor” is defined at clause 5.1;“Privacy Laws” means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);“Proof of Concept User” means a customer who is given early access to the Software for the purpose of trialling the Software and providing us with feedback;“Provider IP” is defined in clause 9.1;“Related Bodies Corporate” has the meaning given in the Corporations Act 2001 (Cth);“Site” means the Indyrct website, or any other Site operated by us;“Software” means the software we provide under these Terms and Conditions, which provides automation of sales and marketing data from the users CRM and/or PSA into chosen vendors part program portals and forms, and any associated software, technology, code and all Intellectual Property Rights contained therein, as made available via the Site.“you” or "your" means the person or entity that has registered to use the Software, an Authorised User, or an Invitee (as applicable).2.2 Any reference in this Agreement to the singular includes the plural, to any gender includes all genders, to any act or statute includes any Act or statute which supersedes, replaces or modifies any earlier Act or statute, to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only and all references to clauses are to clauses in this Agreement unless otherwise specified.

3. AUTHORISED USERS

3.1 You determine who may be invited to use the Software ("Invitee") and the relevant level of access that the Invitee will have as an Authorised User.3.2 After an Invitee has subscribed to use the Software via the Site or App, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).3.3 You are solely responsible for each Authorised Users use of the Software and compliance with these Terms and Conditions.

4. ACCESSING THE SOFTWARE

4.1 Our Software is open to persons who register an account with us on our Site by providing a valid full name and email address and nominating a secure password (“Account”) and accepting this Agreement.4.2 You will receive an email confirming registration with us shorty after you have created your Account via the Site.4.3 Once you have received a confirmation email, you must complete your Account by providing the following details;

(a) Your ABN
(b) Phone number
(c) Company size
(d) Industry vertical
(e) Service area

Your access to the Software will only become available once this information has been provided.4.4 You may not use one email address to register for multiple Accounts. You must not hold more than one Account at the same time.4.5 You may access your Account via the Site.4.6 You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.4.7 You are solely responsible for all activity on your Account.4.8 You warrant and represent that your access to, or use of, our Software is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.4.9 You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Software.

5. LEGAL CAPACITY

5.1 You must be eighteen (18) years of age or over to access the Software. If you are under the age of eighteen (18) years (“Minor”), you must immediately cease accessing the Software unless you have permission from a parent or guardian to create an Account in accordance with clause 4 of these Terms and Conditions. If you are found to be a Minor accessing the Software without permission from a parent or guardian, we are entitled, at our absolute discretion, to cancel or terminate your access to the Software.5.2 Any order and/or purchase made by you using this Site and your continued use of the Site is an acknowledgement by you that: (a) you are over the age of eighteen (18) years, or have obtained the relevant permission from a parent or guardian to create an Account; and (b) you accept the Agreement and agree that you have entered into a binding legal contract with us in relation to the Agreement.

6. USE OF THE SOFTWARE

6.1 You will not:

(a) modify the Software or merge any aspect of the Software with another programme other than as expressly provided under these Terms and Conditions (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Software);
(b) record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software;
(c) licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;
(d) engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
(e) access, store, distribute or transmit:
- (i) viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
- (ii) material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
- (iii) material that facilitates illegal activity; or
- (iv) material that abuses or causes damage or injury to any person or property;
(f) provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
(g) share any features of the Software that are not publicly available with any unauthorised third party;
(h) engage in any conduct on the Software that is in breach of these Terms and Conditions (or any agreements mentioned therein).

6.2 All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.6.3 Any breach of this clause 6 constitutes a breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software, and/or take further actions against you for breach of these Terms and Conditions.6.4 You are entitled to appeal any decision made pursuant to 6.3 by contacting us at info@indyrct.com.

7. YOUR OBLIGATIONS

7.1 You acknowledge that our ability to be able to provide the Software to you without delay or interruption is dependent on your full and timely cooperation. You will:

(a) co-operate with and assist us in the supply of the Software;
(b) promptly provide us with full and accurate information, data and explanations as and when required, which may be used by us to enhance our services and for marketing purposes;
(c) comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions;
(d) ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
(e) comply with all reasonable directions and guidelines from us as advised from time to time;

7.2 You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software to you. Third-party integrations available through the Softwareinclude, but are not limited too;

(a) ConnectWise
(b) Kaseya

7.3 It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.7.4 You agree and acknowledge that you are authorised to use the Software and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Software or the Site, from time-to-time.7.5 You agree to provide us with ongoing feedback, including recommendations, suggestions and ideas, potential changes, and enhancements in relation to the operational and functional capabilities of the Software. Your right, title and interest in any feedback you provide to us is assigned to Indyrct and is not considered as confidential or sensitive information about you. In providing feedback to us, you agree that we are free to make unrestricted use of the feedback without any right to payment or attribution to you.

8. INTELLECTUAL PROPERTY

8.1 All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software is owned, and will remain owned, by us or our licensors ("Provider IP"). Using the Software does not transfer any ownership or rights, title or interest in and to the Provider IP.8.2 All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the "Developed IP").8.3 You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Software and/or the Provider IP.8.4 You retain ownership rights to data and content that you provide to us, whether by uploading to the Software, connecting via any third-party applications or otherwise ("Customer Data"). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under these Terms and Conditions.8.5 If you enable any third-party applications in conjunction with the Software, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.8.6 You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from the Site or any other online materials owned by us.

9. WARRANTIES

9.1 You warrant and represent to us that:

(a) all information and Customer Data provided is true, complete and accurate and is not misleading in any way;
(b) your access to, or use of, the Services is not unlawful or prohibited by any applicable laws;
(c) you or your organisation have obtained all necessary consents and that you are authorised to access and use the Services and you will not share the Services with any third party who is prohibited whether by any applicable laws or otherwise from accessing the Software; and
(d) you understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.

9.2 We will use reasonable endeavours to provide constant, uninterrupted access to the Software, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Software.9.3 To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Software is provided on 'as is' basis and that you will make your own investigations into whether or not the is fit for your purposes.9.4 We make no representations, warranties or guarantees: (a) that the content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or (b) as to the availability of the Software or that the Software is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.

10. LIABILITY AND EXCLUSIONS

10.1 You assume sole responsibility for your use of the Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.10.2 We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software or any actions taken by us at your direction.10.3 We have no obligation under these terms or otherwise to correct any bugs, defects, or errors in the Software or otherwise to provide any support, maintenance services, service levels, or uptime guarantees for the services for Proof of Concept Users. We have no obligation to store, hold, export, return, or destroy any data or content after any Proof of Concept User trial has ended and create, distribute, or otherwise offer a live service to you. We have no obligation to offer services to you after the trial period, or to offer any discounted prices or special terms to you in relation to the live service.10.4 In no event will we be liable to you or any third party for any, arising directly or indirectly:

(a) loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
(b) breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
(c) viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Software; or
(d) loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions.

10.5 The parties acknowledge that the limitations of liability contained in this clause 10 are a fair and reasonable allocation of the commercial risk between the parties.

11. INDEMNITY

11.1 You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the "Indemnified Parties") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified Parties or which the Indemnified Parties must pay, sustain or incur as a direct or indirect result of or arising out of: (a) breach by you of any of your obligations under these Terms and Conditions; (b) loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions; (c) breach of any third party's Intellectual Property Rights; or (d) breach by you of any applicable law (including Privacy Laws).

12. CONFIDENTIALITY

12.1 Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.12.2 In making disclosure to persons as permitted under this clause 12, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.12.3 Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.12.4 Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.

13. PRIVACY

13.1 You must, in connection with these Terms and Conditions:

(a) ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
(b) at all times comply with your obligations under applicable Privacy Laws; and
(c) take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.

13.2 We are committed to protecting your privacy and personal information. Please see our Privacy Policy for further details about our practices relating to the collection, use, disclosure and storage of your personal information.

14. TERM AND TERMINATION

14.1 These Terms and Conditions will commence on the date that you register your details via the Site (in connection with a trial to use the Software or otherwise) and after any applicable trial period,continuation of your use of the Software will be subject to fees and will remain in force so long as you continue such use, unless terminated in accordance with this clause 14. Special pricing may be available for Proof of Concept Users who wish to continue their use of the Software beyond the trial.14.2 Proof of Concept Users may terminate this Agreement at any time during the trial period by providing written notice of termination to the following email address; info@indyrct.com.14.3 We may terminate these Terms and Conditions (or at our discretion, terminate or suspend the supply to you of the Software) immediately if you commit a material breach of these Terms and Conditions.

15. SUPPORT SERVICES

15.1 We may, at our absolute discretion, provide you support in relation to your use of the Software or the Site.15.2 You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at info@indyrct.com.15.3 We will endeavour to provide support on Business Days, however this cannot be guaranteed.

16. SITUATIONS OR EVENTS OUTSIDE OUR REASONABLE CONTROL

16.1 There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Software. We provide updates on our status page here.

17. NOTICES

17.1 Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause).17.2 A notice given under clause 17.1 will be deemed to have been delivered 24 hours after the email is sent.

18. GENERAL

18.1 Variations to these Terms and Conditions will be effective when published on our Site.18.2 The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions.18.3 You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.18.4 If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.18.5 Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.18.6 These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive.18.7 If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect.18.8 These Terms and Conditions is governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.18.9 These Terms and Conditions constitutes the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions.