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    YTML Group – Highlighter Terms of Use

    1. Terms and Formation
      On your execution of the Highlighter commercial terms document an agreement is formed consisting of that document, any other commercial details or forms issued to you by us and these Terms of Use, between you and YTML Consulting Pty Ltd (ACN: 142 689 683) of Level 14, 309 Kent Street, Sydney NSW 200 0 and its Related Bodies Corporate (us, we or our),
      (the agreement).
      By using the “Highlighter” platform (being, our rapid development platform which enables you to convert your Microsoft Excel tools into online web applications) and any related applicable hosting, software, application or other services developed and modified by us (together, the Platform), you agree to be bound by these Terms of Use.
      We may, on notice to you, change these Terms of Use. Your continued use of the Platform following any changes indicate your acceptance of the changes. These Terms of Use do not modify, restrict or exclude any additional rights you may have under applicable laws that cannot be so modified, restricted or excluded.
    1. Term
      Your access to the Platform and this agreement will commence on the date that you execute the Highlighter commercial terms document and will continue for one month (Initial Term).
      Your Initial Term will automatically renew for further monthly-periods unless cancelled in accordance with clause 3 or the agreement is otherwise terminated in accordance with these agreed terms, (each additional monthly a Further Term),
      (together, the Initial Term and Further Term are referred to as the Term)
    1. Cancellation and Termination
      You are agreeing to access the Platform on an auto-renewing basis for an indefinite period until cancelled by you or us as set out in this clause 2.
      You may cancel your access by giving us at least 7 days’ notice prior to your next Payment Cycle (defined at clause 4.1) (Cancellation Cut-Off).
      If your cancellation request is received:
    1. prior to the Cancellation Cut-Off, it will be effective at the end of your then current Term and the Platform will remain accessible by you until the end of your then current Term that you have already paid the Fees for; or
    2. after the Cancellation-Cut-Off, your payment of the Fees for your next Payment Cycle will be processed and your access renewed for the next Further Term and your cancellation will take effect at the end of that Further Term and the Platform will remain accessible by you until the end of that Further Term that you have paid the Fees for.
      We reserve the right to cancel your access to the Platform at our reasonable discretion at any time and without giving any reasons for our decision. If we cancel your access to the Platform in accordance with this clause, your access to the Platform will cease effective from the end of your then current Term, after which you will no longer be required to pay us any fees (subject to clause 3.5).
      Upon cancellation in accordance with clauses 3.2 and/or 3.4 you must:
    1. pay all outstanding amounts;
    2. cease using the Platform; and
    3. comply with any additional applicable third party terms.
      If you fail to abide by these Terms of Use, or any fees owed by you are not paid on time, we reserve the right to suspend your access to the Platform and/or permanently cancel your access. If we cancel and withdraw your access to the Platform because Terms of Use have been breached, in accordance with this clause, your access to the Platform will be withdrawn immediately, no refund will be payable by us, and you must pay to us all outstanding fees owed to us as at the date of cancellation immediately.
    1. Fees and Payment
      For access to the Platform, you agree to pay a monthly access fee as follows:
    1. on the Start Date; and
    2. on the monthly anniversary of the Start Date (unless or until cancelled or terminated in accordance with these Terms of Use).
      (Payment Cycle)
      You agree you must also pay any applicable External Service and YTML Application fees and, if applicable, consent to us collecting these fees on the third party’s behalf via a third party payment gateway.
      You may pay any fees due under this agreement either, (at our election) monthly:
    1. by direct debit in advance; or
    2. by invoice in arrears.
      Where your payment method is direct debit:
    1. your nominated debit or credit card will be charged when your access first commences and then you will be charged on each relevant Payment Cycle without further authorisation from you, unless you have cancelled or otherwise modified your access in accordance with these agreed terms.
    2. it is your responsibility to ensure that:
      1. your direct debit details are, at all times, valid and up to date;
        sufficient funds are available at each Payment Cycle;
        the billing address and other necessary information you have provided are, at all times, valid and up to date.
    3. your direct debit transactions will be performed through payment gateways. We currently use the payment gateway owned and operated by Ezidebit Pty Ltd A.C.N. 096 902 813 for our online payment transactions.
    4. we do not correct or store your payment information, it is collected and stored by the owner of the payment gateway referred to in clause 4.4(c).
    5. payments will appear on your accounts as YTML Consulting Pty Ltd.
    6. we are not liable for any charges you incur as a result of out of date payment information. If we incur an expense due to incorrect payment information provided by you, we reserve the right to seek reimbursement from you for such expense; and
    7. if we are unable to debit your direct debit payment method:
      1. you authorise us to reattempt the payment method a maximum of four times in a four-week period;
        if such reattempts are unsuccessful, we reserve the right to seek payment off you via an alternative payment method and/or seek to recover the debt through alternative means (either directly, or through a third party);
        you may be required to reimburse us for any costs we incur when reattempting payment; and
        we may suspend your account and access to the Platform until all overdue amounts are paid.
      Where your payment method is invoice:
    1. we will invoice you for your applicable fees 14 days in arrears of each Payment Cycle;
    2. you must pay any fees within before or by your next Payment Cycle;
    3. if you wish to raise a genuine dispute about an invoice, you must notify us before the due date and pay the undisputed portion by the due date.
    4. if you fail to pay an undisputed invoice by the due date, we reserve the right to charge interest on overdue amounts at the rate of 1.5% per month and/or suspend your account and access to the Platform until all overdue amounts are paid.
      On 30 days’ notice to you, we may increase any of our fees for any reason during the Term, including as a result of an increase in fees charged by any third party providers. The increase will take effect on your next applicable Payment Cycle.
      Without limiting clause 4.6, some or all of the fees may be increased each year by a percentage equal to the percentage increase in CPI for the same period. The increase will take effect on your next applicable Payment Cycle.
      Unless otherwise expressly stated, all fees, prices or other sums payable or consideration to be provided under these Terms of Use are exclusive of GST. If GST applies to a supply by any party under these Terms of Use, the consideration will be increased by an amount equal to the GST liability incurred by the party making the supply.
    1. Platform
      You will access and use the Platform in accordance with:
    1. these Terms of Use;
    2. all applicable laws; and
    3. our reasonable directions and all applicable laws.
      You agree that your use of the Platform is at your own risk. You are solely responsible for determining whether the Platform is suitable for your needs.
      To use the Platform, you may need compatible hardware, software and Internet access (fees may apply). Performance and availability of the Platform may be affected by these factors.
    1. External Services
      We may enable access to third-party applications and services through the Platform (External Services).
      If you acquire External Services via the Platform (a Transaction), each Transaction is a contract between you and the third party providing the External Services.
      If you use External Services, you agree:
    1. you must comply with any third party terms applicable to the External Services. Mention of External Services in any materials, documentation or advertising provided to you is for informational purposes only and constitutes neither an endorsement nor a recommendation. All External Services are supplied by the respective vendor and we have no responsibility with regard to the selection, performance, or use of these vendors or their products;
    2. we are not responsible for examining or evaluating the content of any third party External Services;
    3. we do not guarantee the accuracy, integrity or quality of third party External Services, and will not be liable for any third party External Services;
    4. charges may apply to your use of the External Services and we assume no responsibility for the transaction of funds or the actions or identity of any transfer recipient or sender nor do we have an obligation to provide a refund or repayment for whatever reason of any amounts paid by you to any other third party for External Services; and
    5. we may suspend, remove, disable or impose access restrictions or limits on any External Services, at any time without notice or liability to you.
    1. YTML Applications
      We may enable access to other YTML applications and services through the Platform (YTML Applications).
      If you use YTML Applications, you agree:
    1. you must comply with any additional terms applicable to the YTML Applications that we make available to you;
    2. charges may apply to your use of the YTML Applications; and
    3. we may suspend, remove, disable or impose access restrictions or limits on any YTML Applications, at any time without notice or liability to you.
    1. Content
      You may use the Platform for the purposes of converting, developing, or otherwise creating your Microsoft Excel tools into online web applications and you are responsible for all content that you submit, post, display, upload, develop or otherwise create when using the Platform (including data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other materials) (together, your Developed Content).
      Except to the extent that any of Our IP (as defined at clause 10) is incorporated into your Developed Content, you own all right title and interest in and to (including any intellectual property rights) your Developed Content.
      You must not submit, post, display, upload, develop or otherwise create any Developed Content that:
    1. you do not have permission, right or license to use;
    2. is objectionable, offensive, unlawful, deceptive or harmful;
    3. is personal, private or confidential information belonging to others;
    4. requests personal information from a minor;
    5. impersonates or misrepresents your affiliation with another person or entity;
    6. transmits spam, including unauthorised advertising or promotional materials; or
    7. is illegal, fraudulent, or manipulative.
      If you create any Developed Content which is inappropriate or is in breach of these Terms of Use, we may immediately terminate this agreement or suspend your access to the Platform without notice。
    1. Acceptable Use
      You must not:
    1. use the Platform for any purpose that is illegal, fraudulent, or is otherwise objectionable, offensive, unlawful, deceptive or harmful
    2. copy, modify, or create derivative works based on the content available on or through the Platform;
    3. infringe the intellectual property rights, privacy or confidentiality of any third party;
    4. engage in any activity that may result in injury, death, property damage, and/or liability of any kind; or
    5. interfere or disrupt the Platform, servers or networks connected to the Platform or another person’s use of the Platform, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature;
    6. distribute viruses, corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software;
    7. engage in any other conduct that inhibits any other person from using or enjoying the Platform.
    1. Intellectual Property
      We own, or are the licensee of, all right, title and interest (including all intellectual property rights) in the Platform, including source code, object code, translations, compilations, partial copies, derivative works, text, photos, graphic designs, images and video content (Our IP). These Terms of Use do not transfer any intellectual property rights from us to you or any third parties, including in or to Our IP. If you infringe our intellectual property rights or any other third party, including in or to Our IP, we have the right to deny access to or terminate your use of the Platform immediately.
      Subject to your compliance with these Terms of Use, we grant you a limited non-exclusive, non-transferable, non-sub-licensable licence to use the Platform.
      You agree you may not:
    1. copy, modify, or create derivative works based on the Platform;
    2. distribute, transfer, sublicense, lease, lend, or rent the Platform to any third party;
    3. modify, decompile, or disassemble the Platform; or
    4. do anything that would prejudice our right, title or interest in the Platform.
      The YTML or Highlighter name, logo and other YTML or Highlighter trademarks, service marks, graphics, and logos used in connection with the Platform are trademarks or registered trademarks of YTML in Australia and internationally. You are granted no right or licence with respect to these trademarks.
    1. Data
      You are responsible for all personal information (being information or an opinion about an identified or reasonably identifiable individual, whether or not the information or opinion is true and whether or not the information is recorded in a material form) or financial information (being financial reports, financial advice, CRM information, performance reports, audit results and other confidential information regarding a user’s business operations) about us or another user. If you choose to collect personal information or other confidential information (including any financial information) this will be at your sole risk and you agree to comply with the Privacy Act 1988 (Cth) and all other applicable laws.
      You acknowledge and agree:
    1. we may collect aggregated information about your activities, and details of how you use the Platform, the types of content you engage with or the frequency and duration of your activities;
    2. we may collect metadata, which is technical data that can describe the details of how User Content was collected and how that content is formatted; and
    3. we may automatically store in log files, including IP addresses, browser type and language, Internet service provider (ISP), referring and exit websites and applications, operating system, date/time stamp, and clickstream data to analyse trends, to administer the Platform, to generally improve the Platform and for marketing.
      The Platform may contain links to third-party websites, products, and services. We may also use or offer products or services from third parties. Information collected by third parties is governed by that third party’s terms.
      Use of the Platform is subject to our Privacy Policy, which is available at https://ytml.com.au/privacy-policy.
    1. Maintenance
      We may at any time and without notice, modify, suspend or terminate the operation of, or access to the Platform, or any part of, for any reason, to interrupt the operation of the Platform, or any part of, as necessary to perform maintenance, error correction or other changes.
    1. Warranties and Liabilities
      To the extent permitted by law:
    1. the services and all content delivered to you through the Platform are (except as expressly stated by us) provided "as is" and "as available" for your use without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; and
    2. we, our directors, officers, employees, affiliates, agents, contractors, or licensors will not be liable for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of the Platform or for any other claim related in any way to your use of the Platform and/or content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Platform.
      You acknowledge that the use of the Platform is at your sole risk. You are responsible for backing up your own system, including any content or materials acquired, developed, created, through the Platform.
      We do not guarantee, represent, or warrant that your use of the Platform will be uninterrupted or error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion.
      This clause relates to consumers (as defined in the Competition and Consumer Act 2010 (Cth)): These warranties are in addition to other rights and remedies that are available to you at law. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Platform, you are entitled:
    1. to cancel your contract with us; and
    2. to a refund for the unused portion, or to compensation for its reduced value.
      You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for our services and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
    1. Indemnity
      You indemnify and hold us, our directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of these Terms of Use and your use or misuse of the Platform.
    1. Additional Terms
      If any term or provision of these Terms of Use are held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining terms and conditions will be unaffected.
      A failure to enforce any right or provisions in these Terms of Use will not constitute a waiver of such or any other provision.
      We will not be responsible for failures to fulfil any obligations due to causes beyond our control.
      These Terms of Use will not be interpreted or construed to confer any rights or remedies on any third parties.
      These Terms of Use constitute the entire agreement between the parties, with all other agreements or understandings previously existing between you and us hereby replaced.
      The Platform or content made available on or through the Platform, are not intended for distribution to, or use by, any person or entity, in any jurisdiction or country, where such distribution or use would be contrary to law or regulation. We may limit the availability of the Platform or content, or any part of, to any person, geographic area, or jurisdiction at any time.
      Nothing in these Terms of Use should be read to override or circumvent any laws of a foreign jurisdiction.
      These Terms of Use are governed by the laws of New South Wales, Australia. You agree to submit to the non-exclusive jurisdiction of the courts of the State of New South Wales to resolve any dispute or claim arising from these Terms of Use.
      The United Nations Convention on the International Sale of Goods is not applicable to these Terms of Use.