Regulatory Disclaimer

Australian Automated Trading Software (ACN: 661 584 112) (www.aats.au, “AATS”) is a Corporate Authorised Representative (001301962) of Quad Code AU Ltd (ACN 131 376 415, AFSL 327075.

The AATS automated trading software (“Software”) and related website and other media at aats.au (Site”) is provided by Australian Automated Trading Systems Pty Ltd ACN 661 584 112 (“We”, “Us”, “Our”). Your access to and use of the Site and Software is subject to the terms of this EULA. By using the Site or Software, You have accepted and agreed to this EULA. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE SITE OR SOFTWARE.

We may amend this EULA at any time at Our discretion. Please review the EULA periodically as Your continued use of the Software indicates Your agreement to any changes made. Any amended terms of the EULA shall automatically be effective from the time and date of publication (unless otherwise stated). If You do not agree with such amendments, You must cease to use the Software.

1. IMPORTANT

• The Software is not an ASIC regulated product. The Software is an Expert Advisor (EA) that offers automated trading. The information on the Software and Site is general in nature and should not be treated as investment advice. AATS is not a financial advisor and does not take into consideration your personal circumstances. You should seek independent financial advice from a licensed advisor if you have any doubts.
• Risk Warning: Trading in Foreign Exchange (FX) and Contracts for Difference (CFD) products carry a high level of risk and may not be suitable for all investors. Without limiting the terms of the EULA, AATS will not accept any liability for loss as a result of reliance on the information provided by our automated trading software. Before deciding to trade in this market, you should carefully consider your objectives, experience, and risk appetite. Do not invest the capital you cannot afford to lose. Past performance of our Software is not indicative of future results.

2.  DEFINITIONS & INTERPRETATION

In this EULA unless inconsistent with the context or subject matter:

• “Content” includes any material, text, information, graphs, pictures, tools, sound, graphics, video and other data forming part of or contained in the Site and Software from time to time whether in written form or otherwise;
• “Fee” means the fee payable to access the Software as set out on the Site from time to time which may be paid by You or on Your behalf;
• “Intellectual Property” means all intellectual and industrial property rights, including without limitation inventions, patents, copyright, rights in circuit layouts, designs, trade marks, brand names, product names, domains, know-how, source code, processes, concepts in the Software including the Content, the name “AATS” and other proprietary rights and any right to have information kept confidential and any application or right to apply for registration of any of the these rights throughout the world whether registered or unregistered and whether developed before or after the date of this EULA;
• “Loss” means any loss, liability, cost, charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production, loss of life and any other special, incidental, exemplary, compensatory or consequential damages, losses, expenses, or lost or stolen Softwares or other data production stoppage, or consequential or indirect loss or damage howsoever arising or caused, including, without limitation, negligence, tort, contract or statute;
• “Site” means the website and all Content at any domain owned by Us including aats.au;
• “Software” means the automated trading software provided by Us and includes the Content;
• “Subscriber” means a person who properly subscribes and pays for access to the Software;
• “Related Entity” has the meaning given to it in section 9 of the Corporations Act 2001 (Cth);
• “Term” means the period commencing on the date You subscribe to the Software or such other date We nominate unless terminated earlier in accordance with this EULA;
• “User Information” means any information (including Your name, address, company or business name, TFN, telephone number, email address, postal address and applicable billing information) or documents made on or supplied to Us or the Site by You;
• “You” and “Your” means any person who uses the Site or Software or any part of it, for any purpose whatsoever.

• Interpretation

In this EULA, unless inconsistent with the context or subject matter:

• a reference to a person includes any other legal entity;
• a reference to a legal entity includes a person;
• words importing the singular number include the plural number;
• words importing the plural number include the singular number;
• the masculine gender must be read as also importing the feminine or neuter gender;
• a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
• headings are for reference purposes only and must not be used in interpretation, with the exception of where a subheading of User is used, in which case clauses under that subheading relate to the party referred to in the subheading;
• where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
• a reference to a statute includes all regulations and subordinate legislation and amendments;
• references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail and fax;
• a reference to a monetary amount is a reference to an Australian dollar amount (unless otherwise specified);
• an obligation of two or more parties binds them jointly and each of them severally;
• an obligation incurred in favour of two or more parties is enforceable by them severally;
• references to time are to local time in Queensland;
• where time is to be reckoned from a day or event, the day or the day of the event must be excluded;
• a reference to a business day means any day on which trading banks are open for business in Queensland;
• if any time period specified in this agreement expires on a day which is not a business day, the period shall expire at the end of the next business day;
• a reference to a month means a calendar month; and
• a reference to data includes

3. ACCESS AND LICENCE

• We grant to You a non-exclusive, non-assignable licence to use the Site in accordance with its normal and intended functionality and for personal use only and strictly in accordance with this EULA and any
• You acknowledge and agree with Us that You will not, as a result of being granted a non- exclusive licence, acquire any rights (including without limitation intellectual property or other intangible rights) in the Site, Content or any part of it, other than the non-exclusive rights granted in accordance with this EULA.
• The non-exclusive licence does not include the right to use any data mining robots or other extraction tools and does not permit You to metatag or mirror the Site without our prior written permission. We do not consent to you or any third-party platforms or entities creating automated commands or an automated structure or system made to mimic our trades including without limitation copy trading.
• Any use of the Site, Software or Software not specifically permitted, designed or intended is strictly prohibited.
• In order to use the Site, You require the equipment and connections necessary to access the World Wide Web. You are responsible for:
  • the provision of any such connection or access to the World Wide Web;
  • the payment of any fees associated with such connection or access (such as those charged by an internet service provider or other online service); and
  • the provision of all equipment necessary for You to make any such connection to the World Wide Web, including a computer and a
• If You access or use the Site or the Software on behalf of a company or other entity, You represent that You have authority to bind such entity to this EULA and that it is fully binding on it. In such case, the term “You” will refer to You personally and such entity jointly and severally. If You do not have authority, You may not access or use the Site or the Software.

4. SUBSCRIPTION

• To become a Subscriber, you must, at any time, request a subscription in accordance with the instructions on the Site or as otherwise advised by Us and pay the applicable Fee, after which you will be given access to the Software. Based on your selection, your subscription Term and the applicable Fee may be annual or monthly commencing on the date of Your initial subscription.
• Accessing or using the Software as a Subscriber is personal and is limited to the individual Subscriber’s email address and trading account number. Disclosure of Subscriber access details or the Software or any Content to any third party is prohibited.
• A Subscriber’s subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time by logging into Your user account and unsubscribing. If you cancel your subscription, you will not receive a refund or credit for any Fee that has already been billed.    

5. FEES

• You acknowledge that access to the Software is subject to payment of the required Fee as notified by Us from time to time.
• Unless otherwise specified on the Site, the Fee is payable monthly in advance commencing on the date you create a Subscriber account.
• Payment of all amounts must be made in the time and manner directed by Us from time to time. All amounts are quoted in Australian dollars and are inclusive of GST and other applicable taxes, except where otherwise
• If You subscribe for access to and use of the Software, You agree as follows:
  • You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the Fee and all applicable amounts as set out in these terms and on the Site;
  • You acknowledge that each monthly Fee will be automatically deducted from the credit card recorded on your Subscriber account;
  • We reserve the right to increase the Fee, or to institute new charges or fees at any time, upon advance notice communicated to You through a posting on the Site or such other means as we may deem appropriate from time to time (including email or conventional mail);
  • In the event a Fee payment is not made we may, but are not obliged to, notify You through Your email or phone contact details. We reserve the right to discontinue or terminate Your use of or access to the Software in the event of non-payment;
  • You allow us to share Your User Information with third parties for the purpose of verifying the information You provide and billing Your credit card or otherwise charging You;
  • If You provide any User Information that is untrue, inaccurate, or incomplete, or We have reasonable grounds to suspect that such is the case, We reserve the right to suspend or terminate Your subscription and refuse any and all current or future use and/or access by You of any of the Software;
  • You are responsible for any fees or charges incurred as a result of You making a payment in a currency other than Australian dollars or making a payment from a bank, financial institution or other business or digital platform which uses a currency other than Australian dollars;
  • Except for any statutory rights which are unaffected, You agree that all Fee payments are non-refundable.
• If any amount is not paid by the nominated due date:
  • access by You may be suspended;
  • You must pay interest on any unpaid outstanding amount calculated at the daily rate of 15% per annum from the due date for payment until the date payment is received by Us; and
  • the unpaid Fee and interest may be recovered by Us as liquidated

6. USER INFORMATION

• You must be over the age of 18 at the time of requesting an annual subscription. In order to subscribe you will be prompted to provide your User Information including Your legal name, address, email address, trading account number and applicable billing information (e.g., credit card number and expiration date). The Site will also collect Your IP address.
• You warrant that all User Information You provide;
  • Is up to date, accurate and complete; and
  • Is not false or misleading.
• If applicable, so that we can provide the Software on an ongoing basis You are responsible for ensuring that we hold your current, accurate and complete contact and billing details at all times. Any changes to You contact or billing details must be notified to us as soon as possible.

7. YOUR OBLIGATIONS

• You must comply with all clauses of this EULA and all other terms and policies incorporated by You must also comply with all applicable domestic (including common law) and international laws, statutes, ordinances and regulations regarding Your use of the Software.
• Your access to and use of the Site, the Software, and any User Information, must not:
  • be false, inaccurate or misleading;
  • be fraudulent or deceptive;
  • impersonate or otherwise misrepresent Your identity or affiliation with any other person or entity;
  • infringe any third party’s copyright, patent, trade mark, design, trade secret, intellectual property or other proprietary rights or rights of publicity or privacy;
  • violate any applicable law, statute, ordinance or regulation (including those governing consumer protection, unfair competition, criminal law, antidiscrimination or trade practices law such as the Competition and Consumer Act 2010 (Cth));
  • be defamatory, trade libellous, unlawfully discriminatory, threatening or harassing;
  • be obscene, pornographic or indecent or contain adult material or vulgar, profane, discriminatory, offensive or racist language;
  • contain comments of a religious, political or social nature;
  • contain any viruses, trojan horses, worms, time bombs, trap doors, back doors, spiders, robots, screen scrapers, data aggregation tools or other computer programming routines that may or are intended to damage, modify, delete, interfere with, surreptitious intercept, access without authority or expropriate any system, data or personal information or otherwise affect the integrity, operation or security of the Site;
  • interfere with or disrupt the Software or servers or networks connected to the Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;
  • create liability for Us or cause Us to lose (in whole or in part) the Software of Our internet service provider, other Users or other suppliers;
  • damage the credibility or integrity of the Software or Us;
  • breach or violate any policy or law;
  • link directly or indirectly to or include anything that:
    • You do not have a right to link to or include;
    • could cause Us to violate any applicable law, statute, ordinance or
  • You acknowledge and agree that You must not:
    • commit or permit any act which may interfere with the access to or use of the Site or the Software by any other user;
    • use the Site to send junk, obscene, indecent, offensive or threatening electronic mail or electronic mail in contravention of the Spam Act 2003 or any similar legislation to any person or company;
    • attempt to gain unauthorised access to the Software or computer systems or networks connected to the Site or any Software through any means;
    • tamper with, hinder the operation of or make unauthorised modifications to the Site, the Software or any part thereof;
    • damage or modify the Software or any part thereof;
    • reverse engineer, decompile or disassemble the Site, the Software or any part thereof;
    • copy, republish, frame, download, transmit, rent, lease, loan, sell, distribute, licence or sublicense the Site, the Software or any part thereof; or
    • modify, alter, adapt, disassemble, reverse engineer, decompile or amend any Content or any part thereof in any

8. PRIVACY

• All personal information that We process on the Site or through the Software or through email or any other means will be managed and used in accordance with good business practices.
• We will gather information:
  • When You accesses the Site;
  • When You applie to become a Subscriber;
  • During communications with You; and
  • During the operation of the Software.
• We will only use or disclose information:
  • To the extent required in order to properly provide and operate the Site and Software;
  • To improve the Site or Software;
  • To communicate with You including sending information or marketing material by email;
  • For internal purposes;
  • To Our advisors;
  • To gather statistical data and/or to monitor broad user patterns and trends;
  • For research purposes;
  • As and when required by law; or
  • With Your consent.
• You acknowledge that;
  • You authorise Us to use, store or otherwise process any User Information to the extent reasonably necessary for the provision of any Software to
  • By accepting this EULA, You agree to the processing and disclosure of Your Information for the purpose of Us providing the
• We also receive data from or about the computer, mobile phone, or other device You use to access the Site and the Software. This may include network and communication information, such as Your IP address or mobile phone number, and other information about things like Your internet service, operating system, location, the type (including identifiers) of the device or browser You use, or the pages You

9. COOKIES

• “Cookies” (small text files placed on your computer when you first visit our website) may be used on some parts of our Site and Software. Most browsers now recognise when a cookie is offered and permit you to refuse or accept it. If you are not sure whether your browser has this capability, you should check with the software manufacturer, your company’s technology help desk or your internet service provider.
• Cookies are primarily used to enhance your online experience and are not used to track the navigational habits of identified visitors, unless we obtain your permission to do so. If you visit our Site or Software to read or download content, much of the information we do collect via cookies is statistical only (for example the domain from which you access the internet, the date and time you access our site, and the internet address of the website from which you linked directly to our site) and is not personally identifiable. We use this information about the number of visitors and their use of the sites in aggregate form to make our site more useful and attractive to users.

10. NATURE OF SOFTWARE AND SOFTWARE

• We strive to ensure that our Content and Software are described as accurately as possible, however We do not warrant that the description is Where We become aware of any misdescription, error or omission, We reserve the right to correct it. Images have been provided for illustrative purposes only.
• Automated trading provided by us and the Software should not be taken as financial advice to buy or sell. Any information supplied by the Software is not tailored to any users. Therefore, you are solely responsible for the trades you choose to take part in. You should have a clear understanding of the market or instrument you are trading.
• We are not responsible under any circumstances, including negligence, for any errors or omissions, or for the results obtained from the use of the Software. In no event will We or any Related Entity, officers, directors, agents, employees, consultants or contractors be liable to You or any third party for any decision made or action taken or omission in reliance on the Software provided or for any Loss, even if advised of the possibility of such
• We have exercised Our best efforts and judgement in developing the Software and compiling the information on the Site and in the Software to ensure the information is correct, current and complete, however You acknowledge that:
  • Your accesses the Site and Software at its own risk;
  • the Site and Software are provided for information and general advisory purposes only and do not constitute professional, legal or financial advice; and
  • the Site and Software should not be relied upon or regarded as a comprehensive assessment or evaluation or recommendation regarding Your financial position or capacity to make or sustain any level of trading or other financial activity;
  • the Site and Software may calculate, reconfigure or interpret data differently to brokers, advisors or financial institutions and is not guaranteed to meet or satisfy third party requirements;
  • We recommend that You contact a broker or financial advisor before making any decisions about a financial matters.
• WITHOUT LIMITING ANY OTHER CLAUSE, TO THE EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF IT, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR

11. INTELLECTUAL PROPERTY

• The Software and all parts thereof, including the Content, are protected by copyright and other proprietary rights and remain the property of Us immediately upon creation and at all times thereafter.
• You acknowledge and agree that We own the Intellectual Property and that no right, title or interest in any of the Intellectual Property is transferred or granted to You other than the limited licence rights granted expressly by this EULA.
• You must not at any time assert any right to or over such Intellectual Property or take, appropriate, or represent any or all such Intellectual Property as Your
• You undertake not to take or permit or omit any action which would or might:
  • invalidate or put in dispute Our title in the Intellectual Property or any part of it;
  • oppose any application for registration or invalidate any registration of the Intellectual Property or any part of it;
  • support any application to remove or undo Our title in the Intellectual Property or any part of it; or
  • assist any other person directly or indirectly in any of the
• The parties agree that any intellectual or industrial rights in any additional or further or new works, material or information created, formulated or discovered during or after Your use of or access to the Software, excluding Your User Information, will be the sole and exclusive property of Us and You will promptly sign all documents and do all things necessary to register, vest or transfer any interest or ownership in such additional or further intellectual property rights to
• Without limitation, the “AATS” logo and name are owned by Us, and may not be used as part of Your business or in connection with any goods or services without Our prior written consent which shall be given, given with conditions or withheld at Our absolute
• You acknowledge and agree that You will not copy, reproduce, alter, modify, create derivative works, or publicly display the Software, Site, or any part of it unless with the prior written permission from Us or the appropriate third party authorised to grant such permission and when doing so You must acknowledge Us and, for electronic uses, include a link to Our
• We may at Our sole and absolute discretion refuse or remove any Content or User Information from the

12. LINKS AND ADVERTISING

• The Site may contain links to third party Those websites are not under Our control and We are not responsible for the content of the links contained in those websites or any webcasting or other transmission received from any such websites. Neither Us nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the content of any third party websites which may be linked to or from the Site, or goods or Software of any third party organisations mentioned or described on this Site or linked to or from the Site. You acknowledge that You enter any third party websites at Your own risk.
• The Site may contain advertisements for third parties’ goods and/or Software. The third party advertisers are responsible for the accuracy of all representations made in those Neither Us nor any Related Entity or Our officers, directors, employees or agents recommend or endorse the goods or Software that may be advertised on the Site, nor do they offer the goods or Software for sale or make any other representation whatsoever about them. If You choose to order a good or service advertised by a third party on the Site, You do so at Your own risk.
• You must not link the Site from any other website not owned or operated by Us without Our prior written

13. UPGRADES

• Upgrades and updates may be made to the Site or the Software from time to time by Us or our contractors. Such upgrades or updates may occur automatically and remotely with or without prior We will endeavour to provide 24 hours prior warning where possible.
• You acknowledge and agree that this EULA apply to updates, supplements, add on components, or internet-based Software or components of the Site or Software together with any other terms along with the update, supplement, add on component or internet-based Software or components which We
• We reserve the right to discontinue the Software at any time and for any reason.

14. GENERAL MAINTENANCE AND TECHNICAL SUPPORT

• Subscription for the Software includes maintenance and updates to the Software to the extent necessary as a result of fair wear and tear.
• Subscription for the Software includes limited technical support by phone or email. You acknowledge that such support may not be live and is not provided with any minimum response period or service level. No minimum service levels are offered or agreed.
• We will endeavour to carry out any non-urgent support Software, upgrades, updates, supplements, add on components, or other internet-based Software or components outside of usual business hours. We will provide reasonable notification of any anticipated downtime.

15. BREACH AND TERMINATION

• Without limiting other remedies available to Us at law, in equity or under this EULA or otherwise, We may, in Our sole discretion, immediately issue a warning, temporarily suspend, indefinitely suspend or terminate Your Subscriber access to the Site or Software or any part of them and/or refuse to provide the Software, or any part of them, to You (including preventing You from accessing the Site) if:
  • The Fee is not paid as and when required;
  • You breach this EULA or any Policy or the terms and policies those documents incorporated by reference, including as to payment, and fail to remedy the breach within 2 business days of Our notice to do so; or
  • You use or attempt to use or allow the use of the Software for any purpose inconsistent with this EULA;
  • We are unable to verify or authenticate Your User Information; or
  • We believe that Your actions may cause legal liability for You, other You or Us; or
  • In Our sole opinion, Your conduct, acts or omissions threaten, interfere or impact upon the integrity or credibility of the Software or any part of them (or the operation thereof) or Us; or
  • We suspect that You (by conviction, settlement, insurance or escrow investigation, or otherwise in Our sole discretion) have engaged in fraudulent or deceptive activity in connection with Our
• We may immediately terminate Your Subscriber access to or use of the Software in the event of:
  • unexpected technical or security issues or problems; and/or
  • prolonged force
• In addition to any other rights either party may, by 1 months’ written notice to the other, terminate Your Subscriber access to the Any amounts paid in advance will be refunded at Our discretion.

16. EFFECT OF EXPIRY OR TERMINATION

• On expiry or termination of Your Subscriber access to the Software:
  • We will cease to provide access to and use of the Software;
  • You must destroy all evidence of any usernames, passwords, internet protocol addresses and other like matters;
  • all payments previously made by, or on behalf of You, remain the property of Us and no party may make any claim in respect of such payments;
  • We may, but are not obliged to, delete all User Information which is held in the Site or Software or otherwise in Our
• You agree that all terminations for cause shall be made in Our sole discretion and that We shall not be liable to You or any third party for any termination of Your account or access to the Software or loss of User
• Any rights which may have accrued to either party shall be
• All rights contained in this EULA which are capable of doing so shall survive the expiration or termination of this EULA.

17. WARRANTIES AND DISCLAIMERS

• We provide the Software, Software, Site and Content on an “as is” basis and without any warranties, representations, or conditions of any kind, whether express, implied or statutory, to the extent permitted by law.
• You acknowledge that trading in Foreign Exchange (FX) and Contracts for Difference (CFD) products carry a high level of risk and may not be suitable for all users. Without limiting the terms of this EULA, We will not accept any liability for Loss as a result of reliance on the Software. Before deciding to trade in this market, You should carefully consider your objectives, experience, and risk appetite. Do not invest the capital You cannot afford to lose. Past performance of our Software is not indicative of future results.
• To the extent permitted by law:
  • We specifically disclaim any implied warranties including in relation to title, merchantability, fitness for a particular purpose and non-infringement;
  • We do not guarantee continuous, uninterrupted or secure access to the Software, Software, Site, Content or User Information, and You acknowledge that operation of the Software may be interfered with by numerous factors outside Our control including without limitation operator error, provision of incorrect User Information, power failures, malicious interference, any downtime or interferences of the network provider or any other third party provider or contractor or other lack of coverage of the network used for the purpose of providing the Software;
  • We make no representations or warranties of any kind, express or implied that:
    • the Site or Software will provide any function for which it is not specifically designed;
    • the Site or Software will provide any minimum level of performance;
    • the Site or Software will meet Your needs or requirements;
    • the Site or Software will be virus free or free of performance anomalies or be operational without interruption;
    • use of the Site or Software will result in any particular outcome or benefit;
    • Your access to or use of the Site or Software, (including any related or linked websites), will be uninterrupted, timely, secure or error-free;
    • the Site or Software will be free of inaccuracies or typographical errors; or
    • any errors will be corrected.
  • You warrant that You have not relied upon any representations, warranties or conditions offered or made by or on behalf of Us except to the extent expressly set out in this EULA.
  • You warrant and acknowledge to Us that as at the date of this EULA and for the duration of this EULA:
    • You Were not relying on any representation made by Us;
    • You have the legal right and power to enter into this EULA;
    • Your acceptance and performance of this EULA has been duly and validly authorised by any necessary corporate action;
    • this EULA are valid and binding on You, enforceable in accordance with their terms;
    • You are not insolvent and no controller has been appointed over any part of Your assets;
    • You are not bankrupt or in liquidation or administration and no proceedings have been brought or threatened for the purpose of bankrupting or winding You

18. LIMITATION OF LIABILITY

• In no event shall We or any Related Entity, officers, directors, employees agents, contractors or suppliers be liable for any Loss arising out of or in connection with:
  • The Software;
  • Our Site;
  • any failure or performance, error, omission, interruption, defect, delay in operation or transmission; or
  • line or system failure or the introduction of a computer virus or other technical sabotage;

even if We are advised of the possibility or likelihood of such Loss.

• WHERE THE LAWS OF ANY COUNTRY OR STATE IN WHICH THIS EULA ARE EFFECTIVE IMPLIES INTO THIS EULA ANY TERM, CONDITION OR WARRANTY, AND THOSE LAWS AVOID OR PROHIBIT PROVISIONS IN A CONTRACT EXCLUDING OR MODIFYING THEM, THEN THE TERM, CONDITION OR WARRANTY SHALL BE DEEMED TO BE INCLUDED IN THIS EULA PROVIDED THAT THE LIABILITY OF US, ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR A BREACH OF ANY SUCH TERM, CONDITION OR WARRANTY, INCLUDING ANY LOSS WHICH YOU MAY SUSTAIN SHALL BE LIMITED, AT OUR OPTION, TO:
  • IN THE CASE OF OUR SOFTWARE, THE SUPPLY OF THE SOFTWARE AGAIN, OR THE PAYMENT OF HAVING THE SOFTWARE RESUPPLIED;
  • IN ANY OTHER CASE, THE LESSER OF THE TOTAL FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY AND AU$100.00.
• The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or

19. RELEASE

• YOU RELEASE US AND ANY RELATED ENTITY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR RELATED BODIES CORPORATE FROM ITS LIABILITY FOR ANY LOSS ARISING OUT OF THE USE OR INABILITY TO USE OR RELIANCE ON THE MATERIAL OR INFORMATION AVAILABLE ON OR ACCESSIBLE THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES AND WHETHER OR NOT CAUSED BY ANY NEGLIGENT ACT OR OMISSION.
• Without limiting this EULA, You release us from any Loss arising from the use of, or reliance on, the Software, whether or not caused by any negligent act or omission including but not limited to:-
  • Your reliance on the Site or Software;
  • other users’ content, actions or inactions;
  • loss of use, data or profits on any theory of liability arising out of or in connection with the use of or the inability to use the Site or Software or any part of them;
  • the statements or actions of any employee or agent of Ours;
  • information, data or other material provided to You by Us;
  • any unauthorised access to or alteration of Your transmissions or data including User Information;
  • any information that is sent or received or not sent or received;
  • any failure to store or loss of data or files or other content;
  • Your fraudulent, negligent or otherwise unlawful behaviour;
  • the posting of any unlawful, threatening, abusive, defamatory, obscene or indecent information, or material of any kind which violates or infringes upon the rights of any other person, including without limitation any transmissions that encourage or represent conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law

20. INDEMNITY

• You agree to indemnify and hold Us and any Related Entity, and Our officers, directors, agents, employees, contractors and suppliers harmless from and against any actions, claims, demands, proceedings, Loss of every kind and nature, known and unknown, including solicitors’ fees and claims made by third parties, due to or arising out of or in connection with:
  • Your access to or use or misuse of the Site or Software;
  • Your breach of this EULA;
  • Your violation of any law or the rights of a third party;

even if We had been advised of the possibility of Loss.

21. ACKNOWLEDGEMENTS

• Without limiting any other clause, You acknowledge that:
  • the World Wide Web exists across open public networks that are neither secure nor private. Accordingly, You acknowledge and accept the risk that any communication to or from the Site may be intercepted, used or modified by third parties;
  • You are responsible for assessing the reliability, accuracy, completeness, timeliness, suitability, quality, physical state or for a particular purpose of the material on or accessible through the Site including Content and User Information;
  • You accept all risks and responsibility for all Loss resulting from Your use of the Software or the material on or accessible through the Site;
  • We may change any of the Content at any time without notice but have no obligation to do so; and
  • No data transmission over the internet can be guaranteed as totally secure. Whilst We strive to protect Your User Information, We do not warrant and cannot guarantee the security of Your User Information which You transmit through the Site. Accordingly, any User Information which You transmit through the Site is transmitted at Your own risk. Nevertheless, once transmitted We will take reasonable steps to preserve the security of such User Information. You must inform Us immediately of any breaches of security or unauthorised use of Your User Information.

22. MISCELLANEOUS

• Each Software subscribed for are personal to the purchaser and cannot be transferred or assigned or loaned to another party without our prior written consent which may be granted or refused in our absolute discretion. We cannot and do not warrant or guarantee the performance or effectiveness of the Software or Service which has been obtained from some other source.
• Accessing or using the Site or Software or any part of them and uploading User Information is done so at Your own risk and You will be responsible for compliance with the laws within Your jurisdiction.
• We will not be liable by reason of the failure in the performance of obligations under the Terms of Use by reason of strikes, riots, fire, explosion, acts of God, governmental action, or any other cause which is beyond its reasonable control, including any form of technological failure or the actions of third parties.
• Publication of electronic addresses in the Site is for the purpose of professional communication only and must not be used to infer consent to the receipt of unsolicited commercial electronic messages.
• Access to the Site and Software is only available to, and may only be used by, persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software are not available to persons under 18 years of age. If You do not qualify, do not use the Software.
• We operate the Site, or Software from offices based in Australia and server hosts based in Australia. Content contained on the Site may not be appropriate or available for use in other locations. If You access the Site from other locations, You do so at Your own initiative and risk and You are solely responsible for compliance with local laws.
• This EULA are governed by the laws of Queensland and the Commonwealth of Australia which are in force in Queensland. The parties submit to the jurisdiction of the Courts of Queensland, relevant Federal Courts and Courts competent to hear appeals from them. However, for Our exclusive benefit, We also retain the right to bring proceedings for urgent or injunctive legal or equitable relief in the courts of Your country of residence or Your principal place of business.
• This EULA shall be for the benefit of and binding upon the parties and their heirs, executors, successors and permitted assigns.
• If a clause of this EULA are void or unenforceable it must be severed from this EULA and the clauses that are not void or unenforceable are unaffected by the severance.
• You agree that this EULA and all incorporated agreements may be assigned by Us, in Our sole discretion, to a Related Entity or third parties. You may not assign this EULA without Ours express prior written consent.
• Our failure to act with respect to a breach by You or others does not constitute a waiver of that breach or waive Our right to act with respect to that breach or subsequent or similar breaches.
• No waiver by a party of a provision of this EULA is binding unless made in writing.
• You agree that this EULA may not be construed adversely against Us solely because We prepared them.
• Unless otherwise specified, this EULA and the Policies comprise the entire understanding and agreement between You and Us with respect to the subject matter hereof.
• Nothing in this EULA or Your use of the Software establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between the parties.
• The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.
• Any notice or demand in writing required to be given by Us to You shall be sufficiently served if:
  • sent in electronic form by email to Your email address; or
  • published by notice on the Site.