TERMS OF SERVICE
1. Acceptance of Terms
Unless otherwise agreed in writing, the supply of all Services offered by SignMeIn (SMI) and/or its associates, related parties, successors and assigns to all Customers, (collectively ‘Parties’) as the term is defined below, shall be governed by these Terms of Service (“Terms“).
In these Terms, the following terms have the following meanings:
means the account designated by SMI for the access, use and administration of the Services on the Online Customer Portal of the Website.
means Services that sell data to Customers from multiple Premises (that are not connected to the Customer).
means with respect to a Party to these Terms: all intellectual property rights, trade secrets, the System, each party’s business, products and services, finances, customer names, sales figures, employee details, pricing methodologies, and any other information relating to each party’s internal operations, plans, policies, and practices and transactions in whatever media; other information identified in writing as confidential by either party; and translations, enhancements, corrections, modifications, derivative works, copies, forms, embodiments and additions of and any of the foregoing.
means the individual or organisation whose have agreed with a registration method to use the Services.
Customer Tracking System
means the overall system of storing EndUser data obtained from the Premises System and making it available on the Online Customer Portal.
are where a Customer purchases multiple Premises Systems as a reseller or aggregator of various Customers at various Premises.
Online Customer Portal
is the system whereby EndUser data, as obtained from particular Customer Premises, is provided to particular Customers.
means the software and assorted materials located at Premises whereby an EndUser can provide their details to the Customer Tracking System.
means the provision generally of the Premises System, the Customer Tracking System, the Online Customer Portal, the Aggregated Customer Data or any other services provided by SMI to the Customer from time to time.
mean the servers, networks, central systems and/or databases of SMI or third party suppliers through which Services are hosted or delivered.
means an invoice issued by SMI and submitted to the Customer in respect of a specified Service; which also counts as a GST invoice.
mean any and all taxes, levies, duties, charges, including withholding taxes, penalties, fines or any other levies imposed by any statutory authority under any jurisdiction in connection with the performance of the Services and these Terms.
In addition to the Services, SMI also offers technical support for Customers, including assistance in accessing the Online Customer Portal, bug fixes and ‘how to’ guidance. Assistance is capped at three person hours a month per Account.
4. Service Fees and Charges
Service Fees and Charges are as set out in the Schedule as attached to this agreement and may be changed on 30 days noticeupon the same notice as any license period, and if no period is stated, on seven days notice
SMI reserves sole and absolute right to vary such Service Fees and Charges and/or any promotions or discounts thereof, (including provision of gratis Services at any time), and SMI shall not be obliged to provide any reasons whatsoever for such variation. Notification of all variations shall be given to the Customer as soon as may be practicable subsequent to the said variation.
5. Payment of Service Fees and Charges
means the person or entity that Subscribed to use the Service and is agreeing to this Agreement, as specified in the “Business Name“ field on the Account. A Subscriber may be a Guest as well.
- 5.1 Service Fees and Charges are payable upon presentation on the date of issue of the relevant Tax Invoice.
- 5.2 The Customer hereby authorises SMI to charge the Customer’s credit card as specified in any orders on each due date the amount due and payable by the Customer under a Tax Invoice.
- 5.3 In addition to the Service Fees and Charges for each Service, SMI shall be entitled to impose further charges in respect of the following:
- 5.3.1 any requests for changes made to Service and accepted by SMI; and/or
- 5.3.2 excessive use of SMIs technical support service for reasons other than the fault or negligence of SMI.
- 5.4 All Service Fees and Charges exclude Goods and Services Tax unless otherwise noted. Any Goods and Services Tax incurred in respect of a Service shall be charged by SMI at the applicable rate and must be paid by the Customer at the same time or together with the relevant Service Fees and Charges.
These are as set out in Schedule 1.
Any renewal or cancellation of a Service can only be made at the end of a Service Period as noted in the Schedule or any order specific to a Customer and any suspension or termination shall be in accordance with Clause 7.
7. Conditions for Purchasing the Services
- 7.1 General: The Customer acknowledges and agrees that in agreeing to purchase, or in purchasing any or all of the Services, SMI shall use its best endeavours to achieve the objective of the Customer in availing a particular Service, however, the Customer acknowledges that SMI makes no representation or warranty as to merchantability or fitness for a particular purpose, including any representation or warranty that a Service:
- 7.1.1 will be uninterrupted or error free;
- 7.1.2 will meet the Customer’s requirements, including, without limitation:
- 18.104.22.168 any requirements relating to access, use and/or operation of any of the Services supplied to the Customer
- 22.214.171.124 any requirements relating to sales or profits, or lack of sales or profits thereof, as subsequent to the purchase of the Services
- 7.1.3 Will be free from external intruders (hackers), virus or worm attack, denial of service attack, or other persons having unauthorised access to the Services or the Systems.
- 7.1.4 Will have complete, accurate, and genuine information, (as SMI does not control the entry or validation of EndUser data).
- 7.2 SMI or any third party suppliers may, in their absolute discretion, upgrade, revise or change any or all parts of the Systems, or may migrate from one System to another, at any time and from time to time. Neither SMI nor any third party suppliers shall be liable whatsoever for any loss or damage resulting from such upgrade, revision, change or migration and SMI shall not take any responsibility for any Services failure resulting from the same.
- 7.3 The Customer agrees that at the expiry of the current Service Period, any of the Services purchased by it will be automatically renewed for the term equivalent to the Service Period (‘Renewed Service Period’):
- 7.3.1 the Customer may anytime during the Renewed Service Period give a written notice to SMI for the discontinuance of the Service
- 7.3.2 such notice shall take effect at the end of the monthly cycle of Service
- 7.3.3 These Terms shall remain valid and in force for the entire duration of the Renewed Service Period.
- 7.3.4 The Customer shall not be entitled to cancel or downscale a Service at any time before the expiry of the current Service Period and if the Customer intends to cancel the Service prior to Service End Date the Customer must pay any unpaid Service Fees and Charges in respect of the current Service Period of that Service as agreed.
8. Intellectual Property Rights and Ownership
- 8.1 Systems and Services:
- 8.1.1 Neither these Terms nor the access and use of any of the Services supplied by SMI and/or a third party supplier confer any proprietary rights whatsoever to the Services, including any intellectual property rights embodied in any feature, operation, software, hardware or any other infrastructure or facilities or any improvements, enhancements, additions or upgrades thereof; save as for the EndUser data subscribed for during the period of the Service, or where the Customer purchases Aggregated Data.
- 8.1.2 All intellectual property rights, title and interests in the Services, including any internet protocol (IP) address, belong exclusively to SMI and/or the third party supplier
- 8.1.3 In granting the access and use of the Services, SMI and/or the third party supplier is only granting a limited non-exclusive license for the duration of the Service Period in respect of the same; and
- 8.1.4 the Customer may not copy, modify, ‘reverse-engineer’ or commercially exploit in any other way the Services or any parts thereof.
9. Relationship of Parties
- 9.1 Nothing in these Terms shall constitute or be deemed to constitute a partnership between the parties herein or constitute or be deemed to constitute the Customer as an agent of SMI for any purpose whatsoever.
- 9.2 The Customer shall have no authority or power to bind SMI or to contract in SMI’s name or to create a liability against SMI in any way or for any purpose.
10. Customer General Warranties
- 10.1 The Customer hereby represents and warrants that:
- 10.1.1 The Customer is duly authorised to enter into these Terms in accordance with the method or form of authorisation required by its constitution or by applicable laws under its jurisdiction of formation or incorporation
- 10.1.2 When executed, these Terms shall be legal, valid and binding on the Customer, enforceable against the Customer in accordance with its terms and conditions subject to all applicable laws, and will not violate or create a default under any law, rule, regulation, judgment, order, instrument, agreement or charter document binding on the Customer and/or its property
- 10.1.3 SMI has not given to the Customer, and SMI hereby expressly disclaims to the maximum extent permitted by law, all conditions, warranties, representations, liabilities and obligations, whether express or implied, under these Terms or under any other communications between the parties
- 10.1.4 SMI shall not be liable for any direct or indirect, consequential or special loss or damages that may arise in respect of these Terms and that the Customer has agreed to enter into these Terms based on its own judgment and discretion, and expressly disclaims any reliance upon any statements or representations made by SMI
- 10.1.5 There are no pending or threatened actions or proceedings before any court or administrative agency that could have a material adverse effect on performance of the Customer’s obligations under these Terms, nor is the Customer in default under any material loan, lease or purchase obligation; and
- 10.1.6 All information furnished, and to be furnished by the Customer, shall be true, correct and complete.
11. Exclusion of Liability and Customer Indemnity
- 11.1 SMI, its subsidiaries, affiliates, officers, agents, co- branders or other partners and employees shall not be liable to the Customer for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for:
- 11.1.1 damage to property;
- 11.1.2 loss of profits or revenue;
- 11.1.3 loss of data;
- 11.1.4 goodwill; and
- 11.1.5 any other tangible and intangible losses, even if SMI has been advised of the possibility of such damages, resulting from or arising in connection with:
- (a) the Systems;
- (b) the Services, and the Customer’s use thereof;
- (c) any Customer Website Content, whether authorised or unauthorised and whether in original form or in any altered form thereof;
- (d) the results achieved, or unachieved, from the use of the Services.
- 11.2 The Customer agree to fully indemnify, defend and hold SMI, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any and all claims or demands, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, made by any third party due to or arising out of the Customer’s:
- 11.2.1 access and use of, or connection with, the Systems;
- 11.2.2 use or misuse of any Services;
- 11.2.3 breach of any obligations under these Terms; or
- 11.2.4 violation of the rights of any person.
- 11.3 Subject to the provisions of these Terms, if for any reason, SMI is liable to the Customer for loss or damage of any kind, however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to these Terms, such liability shall be limited only to the total Service Fees and Charges paid by the Customer for the Services paid for in the previous three (3) month period.
- 12.1 A party notifying or giving notice under these Terms must give notice to the formal email contacts as provided by the Developer on the Web System and as nominated by the Customer when they sign up for the Services.
13. Suspension, Termination and Transfer
- 13.1 Suspension and Termination
- 13.1.1 SMI may, without notice, suspend or terminate the Services or disconnect or deny the Customer access to the Services:
- 126.96.36.199 during any technical failure, modification or maintenance involved in respect of the Systems or the Services
- 188.8.131.52 If the Customer fails to comply with any provision in these Terms (including failure to pay all Service Fees and Charges due and any other charges imposed in respect of the same), or do, or allow to be done, anything which in the opinion of SMI, may have the effect of jeopardizing the operation of the Systems or the Services, until the breach (if capable of remedy) is remedied
- 13.1.2 if a suspension or termination occurred by reason of Clause 184.108.40.206, reactivation of the Customer’s Account or resumption of access and use of the Services shall be made entirely at SMI’s discretion and on any terms and conditions as SMI thinks fit, including the condition for payment of a reactivation fee and there is no guarantee of data preservation;
- 13.1.3 The Customer shall remain liable for all Service Fees and Charges due and payable throughout the period of suspension.
- 13.1.4 In the event of a suspension or termination for any reason whatsoever, SMI shall be under no obligation whatsoever to provide the Customer with any copies of Customer Website Content or any other information, materials or data stored in the Customer’s Account.
- 13.1.1 SMI may, without notice, suspend or terminate the Services or disconnect or deny the Customer access to the Services:
- 14.1 Each party agrees that all Confidential information which is exchanged between them under this agreement, is confidential and must not be disclosed, divulged or otherwise placed at the disposal of any person not being a party to this agreement except:
- 14.1.1 To employees, legal advisers, auditors and other consultants requiring the information for the purposes of this agreement; or
- 14.1.2 With the consent of the party who supplied the information; or
- 14.1.3 If the information is prior to the execution of this agreement, lawfully in the possession of the recipient of the information through sources other than the party who supplied the information; or
- 14.1.4 If required by law or a stock exchange regulations;
- 14.1.5 If the information is or becomes generally and publicly available other than through the default of a party who divulges the information
- 14.2 The provisions of this clause continue in full force and effect for a period of 2 years after the termination of this agreement.
The Customer is not entitled to assign, dispose or in any way otherwise relinquish possession or control of all or any part of its obligations under these Terms. SML is entitled to presume that any Customer (including Group License holders) has the sufficient legal right at any Premises to install the Service.
16. Entire Agreement
These Terms shall represent the entire agreement between the Parties and supersedes all previous agreements, terms, conditions, representations or claims which may have been made or agreed upon between the parties. Any amendments to the Terms must be in writing.
17. Governing Law
These Terms shall be governed exclusively by the laws of Victoria Australia, and the parties hereby submit to the exclusive jurisdiction of the courts of that state.
18. Waiver and Severability
- 18.1 The failure of SMI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
- 18.2 If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
|License Type||Cost and features||License Period|
|Premises License||4.99 per week to receive information harvested from customers at Premises by the Premises System who have entered their information, and have consented to its use.||Weekly|
|Premises License Free||No charge to receive information harvested from customers at Premises by the Premises System, but such information does not include disclosure of whether customers have consented to marketing.||Weekly|
|Group License||$4.99 per Premises License administered by the Group License Holder.||Weekly|
|Aggregated Data||$100 per 100 contacts as sorted by two geographic criteria||Not Applicable|