AI Terms and Conditions

1.   BACKGROUND

1.1.  Operating Software Pty Ltd (ACN 614 512 515) (Company) provides a content creation and generation service (Service) via the Platform to Users for the purpose of Users bringing policies, procedures, training materials, and other similar documents into existence.

1.2.  By submitting a User Account Application and/or using the Platform and receiving the Service, the User will be deemed to have understood these Terms and agree to be bound by these Terms, which form a binding legal agreement between the Company and the User, and the Privacy Policy.

1.3.  The User must carefully review these Terms before it starts to use the Platform and the Service. If the User does not accept all or any part of these Terms, then it must not access nor use the Platform, the Website or the Service.  

2.    DEFINITIONS

2.1.  Applicable Rate means the per word rate specified by the Company from time to time and used for the purpose of calculating the Fees payable by the User under clause 6.1.

2.2.  Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Victoria, Australia.

2.3.  Cleared Funds means funds paid by electronic funds transfer to the Company’s nominated bank account which can immediately be drawn by the Company.

2.4.  Company Materials means any Materials provided by the Company under these Terms or otherwise in respect of providing the Service.

2.5.  Content Policy means any content policy with respect to the use of the Service and Company Materials implemented by the Company and which the User is notified of from time to time in accordance with these Terms.

2.6.  Copyright means:

(a) any copyright under the Copyright Act 1968 (Cth);

(b) any copyright under the Law of a country other than Australia; and

(c)  rights in the nature of or analogous to the rights in (a) and (b) under the Law of Australia or any other country (including future copyright and rights in the nature of oranalogous to copyright).

2.7.  Credit Card means the credit card nominated by the User and specified in the Debit Authorisation to which the Company is authorised, pursuant to these Terms and the Debit Authorisation, to arrange and have the Fees payable by the User to the Company debited to.

2.8.  Debit Authorisation means the direct debit payment authorisation form completed by the User and submitted to the Company for the purposes of the User making payment of the Fees in accordance with clause 7.

2.9.  DebitDay means the Business Day upon which the Credit Card is to be debited in accordance with clause 7.2(a).

2.10.   DebitDispute Notice has the meaning given to that term by clause 7.4.

2.11.   DebitPayment means a particular transaction where a debit to the Credit Card ornominated bank account has been made or attempted to be made pursuant to these Terms.

2.12.   DebitService Provider means Stripe Payments Australia Pty Ltd (ACN 160 180 343).

2.13.   DishonourFees has the meaning given to that term by clause 7.2(c).

2.14.   Eventof Default has the meaning given to that term by clause 9.1.

2.15.   Feesmeans the fees payable by the User to the Company as calculated underclause 6.1.

2.16.   GSThas the meaning given to that term by the A New Tax System (Goods andServices Tax) Act 1999 (Cth).

2.17.   Improvement means any development, modification, adaption,improvement, discovery or innovation that enhances, modifies or changes theusability, functionality, efficiency, performance or other characteristic of aproduct, technology, software or intellectual property and Improve has acorresponding meaning.

2.18.   IndemnifiedParty has the meaning given to that term by clause 16.1.

2.19.   InputUser Data means the Materials submitted or uploaded to the Platform inrespect of the Service by the User via its User Account.

2.20.   InputUser Data IP means the Intellectual Property Rights, including anyportion thereof, owned or controlled by, or licensed to, the User whichsubsists in the Input User Data at the time that it is submitted or uploaded bythe User to the Platform via the User’s User Account.

2.21.   InsolvencyEvent relating to the User means:

(a)  theUser makes an assignment for the benefit of its creditors;

(b)  areceiver, receiver and manager, administrator, liquidator, provisionalliquidator, scheme administrator, trustee or inspector, or other person withsimilar powers, is appointed in respect of the User or over all or any part of theUser’s assets;

(c)   anapplication is made to a court or a resolution of its directors, creditors, ormembers is passed for the appointment of any person referred to in paragraph(b) of this definition;

(d)  theUser commits an act of bankruptcy or is unable to pay all of its debts as andwhen they become due and payable or is deemed to be insolvent under any provisionof the Corporations Act 2001(Cth) or any statute or any other Law; or

(e)  anevent occurs in relation to the User which is analogousto anything referred to above in this definition or which has a substantiallysimilar effect.

2.22.   Intellectual Property Rights means all industrial and intellectualproperty rights, both in Australia and throughout the world, and includes any Copyright, Moral Right, patent, registeredor unregistered trade mark, registered or unregistered design, trade secret,knowhow, right in relation to semiconductors and circuit layouts, trade orbusiness or company name, indication or source or appellation of origin orother proprietary right, or right of registration of such rights.

2.23.   Lawincludes all applicable legislation, statutes, enactments, regulations, ordinances, by laws, treaties, commonlaw, equity and other such unwritten laws applicable to any act, omission,conduct, matter or thing for any reason.

2.24.   Materialsmeans any materials provided by the Company, the User or a third party (asapplicable), including without limitation, any:

(a)  material,including usage and telemetry activities;

(b)  reports,text, code, data, documents, images, photographs, graphics, logos, icons, audio,videos, webcasts, digital downloads and data compilations;

(c)   products;or

(d)  software.

2.25.   MoralRights means rights of integrity, rights of attribution and other rights ofan analogous nature which may now exist, or which may exist in the future underthe Copyright Act 1968 (Cth) or under the Law of a country other thanAustralia.

2.26.   Non-excludableRights has the meaning given to that term by clause 10.1.

2.27.   PenaltyInterest has the meaning give to that term by clause 8.1.

2.28.   PersonalInformation has the meaning given to that expression in the Privacy Act1988 (Cth).

2.29.   Platformmeans the automated content creation and generation platform from which theService is delivered via the Website and as described on the Website from timeto time.

2.30.   PrescribedRate means the rate fixed from time to time under section 2 of the PenaltyInterest Rates Act 1983 (Vic).

2.31.   PrivacyLaws means all privacy laws and regulations applicable to the User and themembers of the User’s database, including the Privacy Act 1988 (Cth) inrespect of information collected in Australia or pertaining to persons inAustralia.

2.32.   PrivacyPolicy means the privacy policy of the Company, as amended from time totime in the sole and absolute discretion of the Company, and accessible at URL https://www.opcentral.com.au/legal/privacy-policyor otherwise as notified by the Company to the User.

2.33.   ProhibitedActivity has the meaning given to that term by clause 15.2.

2.34.   RelatedBodies Corporate has the meaning given to that term in section 50 of the CorporationsAct 2001 (Cth).

2.35.   RevisedTerms has the meaning given to that term by clause 16.7.

2.36.   Servicemeans the service described in clause 1.1.

2.37.   Serviceand Content IP means all Intellectual Property Rights (including anyportion thereof and Improvements thereto):

(a)  owned or controlled by, or licenced to, the Company at any time;

(b)  subsisting in the Platform and/or the Service; and/or

(c)   subsisting in the Company Materials but not including the Input User Data IP and any User Generated Data.

2.38.   Terms means these terms and conditions in respect of a User’s use of the Platform, the Service and Company Materials which comprises these terms and conditions (including as may be updated from time to time), any other special conditions agreed separately between the Company and the User in connection with the User’s access and use of the Platform, the Service, the Privacy Policy, the User Account Application, the Debit Authorisation and any Content Policy adopted by the Company from time to time.

2.39.   Third Party Services has the meaning given to that term by clause 11.1.

2.40.   Third Party Terms has the meaning given to that term by clause 11.2.

2.41.   User means the user identified in the User Account Application and its employees, agents, contractors, representatives and other persons who access its User Account using its User Credentials from time to time.

2.42.   User Account means the user account established by the Company and used by the User to access and utilise the Platform and the Service.

2.43.   User Account Application means an application in a form specified by the Company from time to time which is required to be completed and submitted to the Company in order to establish a User Account;  

2.44.   User Credentials means the credentials issued by the Company to the User required to access its User Account.

2.45.   User Financial Institution means the financial institution that has issued the Credit Card.

2.46.   User Generated Materials means the original and novel Materials generated or created by the User’s use of the Service and solely based on the Input User Data.

2.47.   User Warranties means the warranties provided by the User under clause 12and User Warranty means any one of them.

2.48.   Website means the website located at https://www.opcentral.com.au,any website that may replace that website, and any other website from which the Company may provide or facilitate provision of the Platform and the Service from time to time.

3.   GENERAL CONDITIONS

3.1.  The Company grants the User a limited, non-exclusive, non-transferable and revocable right touse the Service subject to and in accordance with these Terms.

3.2.  The User:

(a)  covenants and undertakes that it will strictly comply with these Terms and all applicable Laws in using the Service and exploiting any Company Materials; and

(b)  acknowledges and agrees that the Company (and where applicable its licensees) exclusively ownall rights, title, and interest (including Intellectual Property Rights) in and to the Platform, the Service and all Company Materials.

3.3.  The Companymay withdraw and cease providing the Service at any time without notice nor liabilityto the User.

4.   CONDITIONS OF USE

The User acknowledges and agrees that:

4.1.  itshall not, and shall not attempt to, reverse assemble, reverse compile, reverseengineer, decompile, translate, discover the source code or underlyingcomponents of models, algorithms, and systems contained or underlying the Platform,the Service or any Company Materials, be they generated by the Service orotherwise;

4.2.  itshall not, in using the Service, impersonate nor attempt to impersonate the Company,a Company employee, another user, or any other person;

4.3.  itshall engage in any conduct that restricts or inhibits any other person’s useor enjoyment of the Service, or which in the reasonable opinion of the Companymay harm the Company or other users of the Service in any way;

4.4.  itshall only access the Platform and use the Service and any Company Materials ina manner which is permitted by these Terms and Law in any jurisdiction in whichsuch use occurs;

4.5.  itshall keep confidential, and secure, its User Credentials and not share its UserCredentials with any third party or unauthorised persons;

4.6.  itshall not use the Platform nor the Service to transmit, or procure the sendingof any communication or documentation which includes advertising or promotionalmaterial, to any third party;

4.7.  itshall ensure no Input User Data includes anything that is in contravention of theContent Policy;

4.8.  itshall implement reasonable and appropriate measures designed to secure itsaccess to its User Account and use of the Service and, in the event that theUser becomes aware of any vulnerabilities in relation thereto, security threatsor breaches related to its User Account or the Service (Security Threat),it shall immediately contact the Company and provide comprehensive details ofthat Security Threat;

4.9.  itshall not infringe any Intellectual Property Rights of the Company or its licensors;

4.10.   itshall provide, and is responsible for providing, truthful, accurate andcomplete information about itself in all material submitted to the Company,including in respect of registration to use the Platform and the Service, andto update such information with the Company so as to keep it current;

4.11.   itacknowledges that it may be required to provide the Company with certainPersonal Information (which may include a name, email, address or phone number)to access and use the Platform and the Service;

4.12.   itis entirely responsible for maintaining the confidentiality of User Credentialsand, furthermore, it is entirely responsible for any and all activities thatoccur under its User Account. The decision to accept a registration is in the Company’sdiscretion and, at the Company’s sole discretion, we may immediately terminatethe accounts or access rights of Users who may have provided inaccurate orincomplete information during registration;

4.13.   anygoodwill in the Platform generated by the User belongs to the Company;

4.14.   bysubmitting a User Account Application and applying to register an account touse the Platform and the Service on behalf of a body corporate and by acceptingthese Terms and Privacy Policy (as updated from time to time) on behalf of abody corporate, the User warrants that it is duly authorised to represent thebody corporate and its Related Bodies Corporate and bind them to these Termsand the Privacy Policy;

4.15.   despiteanything else in these Terms, to the extent that the Service is accessed orused by any of its Related Bodies Corporate and such Related Bodies Corporateare not bound by these Terms, the User must ensure that its Related BodiesCorporate comply with these Terms and must procure that its Related BodiesCorporate make the same warranties and grant to the Company the same licencesand rights as are made and granted by the User as set out in these Terms;

4.16.   itmay not register to use the Platform and the Service if it is already registeredor if it was previously a registered user and the Company cancelled its UserAccount as a result of the User being in breach of these Terms;

4.17.   itmust immediately notify the Company of any unauthorised use of its UserCredentials or account or any other breach of security. The Company will not beliable for any loss or damage whatsoever resulting from the disclosure of itsUser Account details and/or User Credentials contrary to these Terms;

4.18.   itis responsible for ensuring that the information the Company holds about theUser is up to date.  The User must amend itsdetails via the Platform as appropriate from time to time or contact theCompany if the User requires assistance;

4.19.   allInput User Data and User Generated Materials, including the Input User Data submittedby the User to or via the Platform, are entirely its responsibility;

4.20.   theCompany and the Service is purely a content generation mechanism and has noinvolvement in the Input User Data;

4.21.   theCompany may not be able to provide all or part of the Platform or any Service(or the Platform or relevant Service in the manner intended) if the Input User Dataprovided by the User is not complete, correct or accurate or of a quality orcondition suitable for processing based on the Company’s applicable standards,specifications and procedures, or is otherwise not in the format required by theCompany;

4.22.   theCompany is not responsible for any errors, omissions, losses or damages of anykind resulting directly or indirectly from any inaccuracies in Input User Dataprovided by the User or any failure by the User to ensure the integrity,completeness or accuracy of Input User Data before providing it to the Company,inputting it into the Platform or transmitting it via the Platform; and

4.23.   theCompany may use or modify the Input User Data and information derived from the InputUser Data (including by aggregation and other de-identifying techniques) toproduce User Generated Data.

5.    DISCLAIMER& USER ACKNOWLEDGEMENTS

5.1.  TheCompany:

(a)  makesthe Platform, the Service and the Company Materials available to the User on an“as is” basis; and

(b)  givesno warranties (whether express or implied), and makes no representations, that thePlatform, the Service or Company Materials shall be uninterrupted, secure, fitfor any purpose, of any specified or merchantable quality, free from error,accurate, reliable or complete.

5.2.  TheUser acknowledges and agrees that:

(a)  theCompany is not responsible nor liable for the accuracy, completeness, legality,reliability, operability or availability of the Platform, the Service, the CompanyMaterials or any User Generated Materials generated by the User’s use of theService; and

(b)  it utilisesthe Service and any Company Materials at its own risk and has been advised bythe Company to obtain its own legal and professional advice with respect to theseTerms and the use of the Service, any Company Materials and any User Generated Materials.

6.    FEES

6.1.  TheCompany will charge the User the Applicable Rate multiplied by the number ofwords included in any User Generated Materials (Fees).

6.2.  TheApplicable Rate may be increased by the Company:

(a)  withnotice to the User, in the sole and absolute discretion of the Company; and

(b)  withoutnotice to the User, in respect of any increase in:

                           i.       taxes, duties and excises; or

                          ii.       any other costs beyond the reasonable control ofthe Company.

6.3.  The Feesare exclusive of any GST and any other taxes, duties and excises, which ifapplicable, must be paid by the User in addition to the Fees at the same timeand manner as the User pays for the Fees.

7.   DIRECT DEBIT PAYMENT

7.1.  Onthe first Business Day of each month, the Company will issue a tax invoice tothe User detailing all Fees which have accrued to the User during the calendarmonth ending immediately prior (Debit Day).

7.2.  TheUser authorises the Company to:

(a)  arrangedirectly or via a third party (including without limitation via the DebitService Provider) to debit from the Credit Card on the Debit Day all outstandingFees and other amounts payable to the Company;

(b)  verifyany details regarding its Credit Card with the User Financial Institution; and

(c)  debit all dishonour fees and similar costs incurredby the Company resulting from any dishonoured, declined or rejected Debit Payment(Dishonour Fees) and otherwise agrees to indemnify, and keepindemnified, the Company in respect of all Dishonour Fees.  

7.3.  TheUser acknowledges and agrees that:    

(a)  it is the User’s responsibility to ensure that there are sufficient funds available via the Credit Card so as to allow each Debit Payment to be successfully processed by the User Financial Institution on each Debit Day and that all Fees and other amounts payable to the Company are paid in accordance with these Terms;

(b)  it must advise the Company in the circumstances that the Credit Card is cancelled prior to the next scheduled Debit Day; and

(c)   in the circumstances that a Debit Payment is declined, dishonoured or rejected for any reason whatsoever, the User must immediately make payment of any Fees or other amounts then due and payable to the Company’s nominated account in Cleared Funds.  

7.4.  Where the User believes there has been an error with respect to a Debit Payment or tax invoice issued under clause 7.1, the User must notify the Company in writing within 5 Business Days of the relevant Debit Day (Debit Dispute Notice).

7.5.  Where the Company receives any Debit Dispute Notice under clause 7.4and it concludes that the Credit Card has:

(a)  been incorrectly debited the Company will, subject to clause 7.6,refund any amount that has been debited to the Credit Card which exceeds the Feesthen due and payable by the User; or

(b)  not been incorrectly debited, the Company will, within a reasonable amount of time after receiving the Debit Dispute Notice, provide the User with written reasons as to why that conclusion has been reached.

7.6.  Where the Company is required under these Terms or otherwise to make payment of any amount to the User for any reason whatsoever, the Company may in its sole and absolute discretion set off the amount due and payable to the User against amount due and payable by the User to the Company at that time.

7.7.  The Company may change its methods and terms of payment set out in this clause 7at any time by giving notice to the User.

8.    COSTSAND INTEREST

8.1.  Should the User fail to make any payment under these Terms by the due date (whether or not formally or legally demanded):

(a)  the Company shall have the right, without prejudice to any other right or remedy available to it, to impose interest on the overdue amount at the Prescribed Rate (Penalty Interest); and

(b)  without prejudice to clause 16.1,the User shall be liable on an indemnity basis for all costs incurred, and lossand damage suffered by, the Company including, without limitation, legal costs and mercantile agent fees incurred by the Company in recovering any outstanding amount from the User.

8.2.  PenaltyInterest imposed pursuant to clause 8.1(a)shall be calculated and accrue daily until the overdue amount is paid in fullin Cleared Funds.

9.    DEFAULT

9.1.  The User will be in default of these Terms if any of the following occurs (each an Event of Default):

(a)  any amount (in whole or part) due and payable by the User under these Terms (including but not limited to Fees) remains unpaid for 7 days after it was due (whether or not legally or formally demanded);

(b)  the Userneglects or fails to observe or perform any of its obligations or undertakings (expressedor implied) under these Terms and that default is:

                         i.         incapable of remedy; or

                        ii.    capableof remedy and has remained un-rectified for a period of 7 days after beinggiven notice of the default;

(c)   theCompany is of the reasonable opinion that the User is in breach of a User Warranty;

(d)  the Usersuffers an Insolvency Event; or

(e)  the Companyexercises a right of suspension or termination under any other  agreement between the Company and the User asa consequence of any event suffered by, or act or omissions of, the User whichis analogous to anything constituting an ‘event of default’ under thatagreement or these Terms.

9.2.  Uponan Event of Default, the Company, without prejudice to any other rights it hasunder these Terms, at Law or in equity, may at its option immediately suspendor terminate any contract (including these Terms) with the User without furthernotice, and payment for the Services provided up to the date of such suspensionor termination and any other amounts payable under these Terms by the User willimmediately become due and payable.

10.  LIMITATIONOF LIABILITY

10.1.  The parties acknowledge that, under applicable Laws, certain terms may be implied into these Terms, certain obligations may be imposed on the Company, and certain rights and remedies may be conferred on the User which cannot be lawfully excluded, restricted, or modified by contract (Non-excludable Rights).

10.2.   Exceptfor the Non-excludable Rights, the User acknowledges and agrees that the Companyaccepts no liability for:

(a)  anyclaim (of any kind or nature) by the User or any other person, including(without limitation) any claims relating to or arising from all terms,conditions, guarantees, and warranties (expressed or implied), and all rightsand remedies conferred on the User by Law; or

(b)  anyrepresentations, warranties, conditions, or agreements made by any agent or representativewhich are not expressly confirmed by the Company in writing, and the liability ofthe Company for any such matters is expressly excluded.

10.3.   Withoutprejudice to anything else contained in this clause 10,the Company’s liability for defective Service(s) and loss or damage caused,whether directly or indirectly, by a defective Service is limited, at the Company’soption to either:

(a)  Re-supplyingthe relevant Service(s) to the extent necessary to eliminate the relevantdefect(s); or

(b)  refundingthe Fees which have been paid to the Company by the User with respect to the defectiveService(s).

10.4.   Inno circumstances whatsoever will the Company have any liability (of any kind ornature) for any consequential loss or damage, loss of profits, economic loss, lossof data or loss of use which may in any way arise from or in connection with thesupply of the Platform, the Service or Company Materials by the Company.

11.  THIRD PARTY SERVICES

11.1.  The Company may in its sole and absolute discretion utilise third party software and other services, in the course of, or in connection with the provision of the Service to the User (Third Party Services).

11.2.  The User acknowledges and agrees that a Third Party Service may be subject to its own terms and conditions (Third Party Terms) and the Company is not responsible, or in any way liable for a Third Party Service, including in respect and the User is solely responsible for accessing, assessing, accepting and complying with those Third Party Terms.

11.3.   Withoutlimitation to generality of this clause 11,the Company may use the Direct Debit Provider to process direct debits pursuantto clause 7and the User:

(a)  agrees that it is bound by the Director Debit Provider’s Third Party Terms to the extent they apply to the User, which are accessible at URL  https://stripe.com/legal; and

(b)  mustdo all things reasonably necessary to ensure its use of the Platform and the Service and compliance with these Terms does not cause the Company, directly or indirectly,to be in breach of any obligations owed to the Direct Debit Provider.  

11.4.   Withoutprejudice to clause 16.1,the User shall indemnify, and keep indemnified, the Company with respect to allloss, costs, expense, damage and liabilities incurred by the Company arising asa result of the User’s use of any Third Party Service in connection with the Platformor the Service.

12.  USERWARRANTIES

In addition to any other warranties or representations provided by the User under these Terms or otherwise at Law, the User represents and warrants to the Company that:

12.1.   capacity and power: it has full legal capacity and corporate authority or statutory power (as the case may be) to execute and properly perform its obligations arising under these Terms;

12.2.   authority: it has taken all corporate and other action necessary to authorise the acceptance and proper performance of its obligations arising under these Terms;

12.3.   binding obligations: these Terms constitute valid and binding legal obligationsupon it, which are enforceable in accordance with the terms and conditions of theseTerms;

12.4.   InputUser Data:

(a)  the User’suse of the Input User Data, and the act of the User submitting or uploading theInput User Data to the Platform and using the Service to generate User GeneratedMaterials based on the Input User Data, does not breach or infringe the rights(including Intellectual Property Rights) of any third party anywhere in the worldat any time;

(b)  ithas the right to, or has otherwise obtained all licences, consents, authorisationsand approvals and made all necessary disclosures necessary to, collect, store,disclose, use, upload, reproduce, permit the Company to reproduce, transmitand/or transfer the Input User Data using the Platform and the Service,including any Personal Information included in the Input User Data;

(c)   theInput User Data will not contain a virus or other harmful component;

(d)  the InputUser Data will comply with any guidelines specified by the Company on theWebsite from time to time; and

(e)  the Company’suse and the exploitation of the Input User Data IP in respect of the Service inaccordance with these Terms will not infringe the rights (including IntellectualProperty Rights) of any third party anywhere in the world at any time;

12.5.   performancepermitted: its acceptance of these Terms and use of the Platform, the Serviceand/or the Company Materials does not, and will not, contravene:

(a)  anyapplicable Law; or

(b)  anyagreement or obligation binding upon the User or applicable to its assets,revenue or business; and

12.6.   User Account Application: all information provided by the User to the Company, including within its User Account Application and Debit Authorisation is accurate and complete and not false, misleading or deceptive in any way (including by omission);

12.7.   Third party email lists: the User will not use purchased, rented or third party lists of email addresses; and

12.8.   Privacy Laws: the Input User Data will comply with the specific requirements of the applicable Privacy Laws.

13.  INTELLECTUALPROPERTY

13.1.   Theparties hereby acknowledge and agree that, except as otherwise set forth inthese Terms:

(a)  the Company is the sole owner of, and shall retain all rights, titles and interests (includingbut not limited Intellectual Property Rights) in and to, the Service and Content IP;

(b)  the User shall retain all of its rights, titles and interests (including but notlimited Intellectual Property Rights) in and to any Input User Data IP; and

(c)   as between the Company and the User, the User shall own all rights, titles andinterests (including but not limited Intellectual Property Rights) in and to anyUser Generated Materials to the extent that they do not contain Company Materials.

13.2.   The User grants the Company a non-exclusive, irrevocable, royalty free, worldwide, transferable and perpetual licence to use and exploit all Input User Data and Input User Data IP for the purpose of the Service creating and generating User Generated Data.

13.3.   TheUser shall, at the Company’s request, execute or procure the execution of alldocuments and do or procure the doing of all things necessary and desirable, inorder to:

(a)  perfectthe Company’s right, title and interest in and to the Service and Content IP;and

(b)  fullyprotect and secure the Company’s entitlements in and to its right title and interestin and to the Service and Content IP.

13.4.   TheUser may not copy, adapt, display, communicate to the public or otherwise useany Company Materials except as enabled and permitted by the Platform and/orthese Terms from time to time. The User agrees that nothing in these Terms transfersany of the Company’s Intellectual Property Rights to the User and that notransfer of the Company’s (or the Company’s licensors’) Intellectual PropertyRights occurs at any time by the User’s access or use of the Platform or any theService.  

13.5.  The Useragrees it will not, without the Company’s prior written consent, seek to claimownership or any rights in or apply to register any:

(a)  tradeor service mark in the User’s own or any other name which is the same as orsimilar to any trade or service mark owned or used by the Company;

(b)  patentin the User’s own or any other name any patent which is the same as or similarto any patent owned by the Company; or

(c)   IntellectualProperty Rights which are based on or use any part of the Platform or Service.

13.6.  The User must use reasonable endeavours toensure that all of the User’s Related Bodies Corporate and related partiescomply with this clause 13

14.  INFORMATION

14.1.   TheUser consents to the Company collecting, holding, using, and disclosing theUser’s Personal Information and other information submitted on or via the Platformby the User for the following purposes:

(a)  administering(directly or indirectly) the Company’s contracts and enforcing the Company’srights and performing the Company’s obligations under these Terms;

(b)  ascertaining(from time to time) the User’s creditworthiness and obtaining (from time totime) credit reports, character references, or credit statements;

(c)   enablingthe Company to notify any credit agency of any application for credit or defaulton any obligation of the User to the Company and enabling the Company toprovide such information to any credit agency so such credit agency can maintaineffective accounting records; and

(d)  enablingthe Company to correspond with the User for any purpose.

14.2.   The User covenants and undertakes that it shall obtain all consents and authorisations necessary at Law before including any Personal Information or other information belonging or relating to another person in any User Input Data or which it otherwise provides to the Company.

15.  RESTRAINT

15.1.   Inthis clause 15‘Restraint Period’ means the period during which the User is utilisingthe Service and the period of:

(a)  36 months;

(b)  24 months;or

(c)   12months,

immediately afterthe User ceases utilising the Service.

15.2.  The User agrees that, during the RestraintPeriod, the User will not directly or indirectly engage in any business thatcompetes with the Service or the Platform or assist anyone in doing so, includingwithout limitation, developing or offering a service that is substantially similarto or competitive with the Service (Prohibited Activity).

15.3.   TheUser separately enters into each of the covenants resulting from combining separatelyeach Restraint Period with a Prohibited Activity.

15.4.  The User acknowledges and agrees that:

(a)  eachof therestrictions arising under this clause 15are reasonable and necessary in the circumstances, to protect the Company’slegitimate business interests; and

(b)  inaddition to the Company’s right to obtain an injunction arising out of the breach ofany of the covenants in this clause 15and elsewhere in these Terms, it may also be liable in damages (includingpunitive or special damages).

16.  MISCELLANEOUS

16.1.  Indemnity

The User indemnifies, and must keep indemnified, the Company and itsofficers, employees, servants and agents (Indemnified Party) from and inrespect of all costs, expenses, fees, claims, damages, liabilities and losses (includingany indirect or consequential loss or damage including loss of opportunity, lossof profits, Loss of goodwill or other financial loss or expense) suffered, paidor incurred by an Indemnified Party or for which an Indemnified Party is or maybecome liable by reason of, in relation to or in connection with:

(a) a breach by the User of any obligation binding upon it, or representation or undertaking givenby it, under these Terms;

(b) any User Warranty providedby the User being false, misleading or deceptive when itwas given or at any future time; and

(c)  the negligence of the User or any of its Related Bodies Corporate, employees,servants, agents or contractors.

16.2.  Waiver

The non-exercise of or delay in exercising a right of a party shall not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights.  A right may only be waived by notice, signed by the party to be bound by the waiver.

16.3.   Severability

These Terms shall,so far as possible, be interpreted and construed so as not to be invalid,illegal or unenforceable in any respect, but if a provision, on its true interpretationor construction is held to be illegal, invalid or unenforceable:

(a)  that provisionshall, so far as possible, be read down to the extent that it may be necessaryto ensure that it is not illegal, invalid or unenforceable and as may bereasonable in all the circumstances so as to give it a valid operation; or

(b)  if the provisionor part of it cannot effectively be read down, that provision or part of it shallbe deemed to be void and severable and the remaining provisions of these Terms shallnot in any way be affected or impaired and shall continue notwithstanding thatillegality, invalidity or unenforceability.

16.4.  Relationship of Parties

These Terms do not constitute or give rise to a partnership, contract of employment, joint venture or relationship of agency between the Company and theUser.

16.5.   Assignment

(a)  The Company may assign,novate or transfer any of its rights, interests or obligations under these Termswithout notice to the User.

(b)  The User is notpermitted to, and shall not, assign, novate or transfer any of its rights,interests or obligations under these Terms without the prior written consent ofthe Company, which may be withheld by the Company in its sole and absolutediscretion.

16.6.  Governing Law and Jurisdiction

These Terms aregoverned by the laws of Victoria, Australia and each party submits to the exclusivejurisdiction of the courts of that state. The parties irrevocably waive any objectionto the venue of any legal process on the basis that the process has beenbrought in an inconvenient forum.

16.7.   Variationof Terms

The Company may inits sole and absolute discretion at any time by notice to the User, or byposting same on the Website, amend, modify, revise supplement or withdraw, whetherin full or in part, these Terms (Revised Terms). The User’scontinued use of the Platform and the Service subsequent to the issue of anysuch notice by the Company constitutes the User’s acceptance of those Revised Terms.

16.8.  Notices

(a)  The User can mayprovide notice to the Company in writing with respect to any matter arisingunder these Terms by email at support@opcentral.com.au.

(b)  The Company maygive notice to the User under or in respect of these Terms using:

                              i.        any contact method specified in the User’s User AccountApplication as updated by written notice to the Company from time to time;

                             ii.       the User’s User Account; or

                            iii.       otherwise via email to the email address associatedwith the User’s User Account.

16.9.  No Reliance

Except as expresslyset out in these Terms, the User acknowledges and agrees that it has not acceptedor entered into these Terms on the basis of any representations made by the Companyor its representatives which are not expressly included in these Terms.

16.10. EntireAgreement

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and extinguish all prior agreements and understandings between the parties with respect to the matters covered in these Terms and all related representations or warranties previously given.

16.11.Interpretation

In the interpretation of these Terms unless there is something inthe subject or context inconsistent therewith:

(a) words importing the singular shall be deemed toinclude the plural and vice versa;

(b) words importing any gender shall be deemed to includeall other genders;

(c)  words importing persons shall be deemed to includeall bodies and associations, corporate or unincorporate and vice versa;

(d) all references to a clause or party is a referenceto a clause of, or a party to, these Terms unless expressly set out to the contrary;

(e) expressions cognate with expressions defined in clause2 shall be construedaccordingly;

(f)   all reference to dates and times are to Melbourne,Victoria, Australia time;

(g) other parts of speech and grammatical forms of aword or phrase defined in these Terms have a corresponding meaning;

(h) a reference to a document includes all amendments orsupplements to, or replacements or novations of, that document;

(i)   a reference to a party to a document includes that party’ssuccessors and permitted assigns; and

(j)   headings are inserted for convenience and do not affectthe interpretation of these Terms.

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