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This page contains an old version of our SaaS (Software as a Service) Agreement
released on 23rd October 2018.

This version has been superseded by a new version on 2nd October 2023. ‍

‍

Below is a list of changes made to the new version:‍

‍

Assignment

We have updated the assignment clause entirely:

Old clause 26.6 Assignment - No Party may assign, transfer or otherwise deal
with all or any of its rights or obligations under this Agreement without the
prior written consent of the other Parties. Any purported dealing in breach of
this clause 26.6 is of no force or effect.

New clause 26.6 Assignment - You may not assign this Agreement or any of your
rights under this Agreement without V&T Technologies’ prior consent. V&T
Technologies will not unreasonably refuse its consent if the assignee agrees to
be bound by this Agreement.

You agree that V&T Technologies may assign, novate or otherwise transfer its
rights and obligations under this Agreement (in whole or in part) by notice to
you without your further consent.

‍

Termination

We have made it clearer that the customer is entitled to a refund of unused
quota upon termination if the termination is due to the result of any amendments
made to the Agreement:

Old clause 19.1 -Accounts can only be cancelled by the Customer via its Account
dashboard (if such functionality is available), or by emailing support staff,
however you will not be refunded any part of the Fee for any unused portion of
the Service Plan billing cycle in which you terminate, except where you
terminate under clause 26.13. You are solely responsible for properly cancelling
your Account.

New clause 19.1 -Accounts can only be cancelled by the Customer via its Account
dashboard (if such functionality is available), or by emailing support staff.
You will not be refunded any part of the Fee for any unused portion of the
Service Plan for the billing cycle in which you terminate, except where you
terminate under clause 26.13 as a result of amendments made to the Agreement, in
which case you will be entitled to a refund for any unused portion of the
Service Plan for the billing cycle in which you terminate. You are solely
responsible for properly cancelling your Account.


SAAS (SOFTWARE AS A SERVICE) AGREEMENT


1 ACCEPTANCE

1.1 These Terms and Conditions, and any other terms and polices referred to in
these Terms and Conditions, (Terms) form the Agreement between V&T Technologies
Pty. Ltd. ABN 81 606 826 279 (referred to as "V&T Technologies", "we" or "us")
and the user (referred to as "Customer" or "you"), collectively referred to as
the Parties or each a Party.

1.2 V&T Technologies owns the cloud-based Software which is accessible at
https://geotargetly.com/ (Site).

1.3 The Customer wishes to use the Services.

1.4 If the processing of any of your users’ or employees’ data (“Company
Personal Data”) is governed by the General Data Protection Regulation 2016/679
(“GDPR”), the additional terms in our Data Processing Schedule (“DPS”) apply. It
is your responsibility to determine whether the GDPR applies to you. You must
request the DPS from us if the GDPR applies to you, and we will supply you with
the DPS.

1.5 You acknowledge and agree that in collecting, holding and processing Company
Personal Data through the Services, we act as the data processor for the
purposes of the GDPR. If the GDPR applies, the additional terms in the DPS also
form part of these Terms and you must request and execute the DPS with us. You
must obtain all necessary consents from the relevant individual to enable us to
collect, use, hold and process Company Personal Data in accordance with these
Terms and, if applicable, the DPS.

1.6 This Agreement sets out the terms upon which V&T Technologies has agreed to
grant the Customer a right to use the Services. This Agreement is binding on any
use of the Services and takes effect on the earliest of you:

 * when, upon clicking a box to create an account ("Account"), being presented
   with a link to this Agreement;
 * executing or electronically accepting an Order Form referencing this
   Agreement; or
 * using of the Services,

("Effective Date").

1.7 By accessing and/or using the Services you:

 * warrant to us that you have reviewed this Agreement, including our Website
   Terms of Use (available on the Site) and our Privacy Policy (available on the
   Site), and you understand it;
 * warrant to us that you have the legal capacity to enter into a legally
   binding agreement with us;
 * agree to use the Services in accordance with this Agreement and
 * warrant that you have all hardware, software and services, which are
   necessary to access the Services.

Please read this Agreement carefully and immediately cease using the Services if
you do not agree to it.

1.8 You must not create an Account unless you are at least 18 years of age. When
you create an Account and during the term of this Agreement, you must provide
true, complete, and up to date contact information and keep this up to date.

1.9 By using our Services and subscribing on our Site, you acknowledge that you
have read, understood, and accepted this Agreement and you have the authority to
act on behalf of any person or entity for whom you are using the Services, and
you are deemed to have agreed to this Agreement on behalf of any entity for whom
you use the Services.


2 SERVICES

2.1 On or from the Effective Date and during the Term, V&T Technologies agrees
to provide the Services in accordance with the terms of this Agreement.

2.2 The Customer agrees V&T Technologies owns or holds the applicable licences
to all Intellectual Property Rights including but not limited to copyright in
the Software and SaaS Services and any documentation provided with the Services
by V&T Technologies to the Customer including any Customer configuration
documentation.

2.3 The Parties agree that V&T Technologies:

 * will supply the Services on a non-exclusive basis;
 * may use third party products or services as a part of the Services;
 * does not make any warranty or representation as to the ability of the
   facilities or services of any third-party suppliers; and
 * is not liable for any failure in, fault with or degradation of the Services
   if that failure, fault or degradation is attributable to or caused by any
   failure of the Customer Environment or the facilities or services of any
   third party.

2.4 V&T Technologies reserves the right to refuse any request in relation to the
Services that it deems inappropriate, unreasonable or illegal.

2.5 V&T Technologies reserves the right at any time and from time to time to
temporarily modify or disable the Service (or any part thereof) without notice,
including for maintenance and Service modification or improvement purposes.


3 SAAS SERVICE LICENCE

3.1 In consideration for payment of the Fees, V&T Technologies grants to the
Customer a non-exclusive, non-transferable (except as otherwise permitted under
this Agreement), personal, revocable, licence to access and use the SaaS
Services in accordance with V&T Technologies’ intended purpose for the SaaS
Services (SaaS Licence).

3.2 The Customer agrees that the SaaS Licence:

 * commences from the Effective Date or the day the Customer is granted access
   to the SaaS Services by V&T Technologies, whichever occurs first;
 * permits the Customer to use the SaaS Services in accordance with the SaaS
   Services’ normal operating procedures; and
 * permits the Customer to access and use the SaaS Services in accordance with
   the number and type of Authorised Users, as applicable.

3.3 If the number of Authorised Users is exceeded, V&T Technologies may charge a
Fee for each Additional Authorised User as specified on the Site.


4 LICENCE RESTRICTIONS

4.1 The Customer must not access or use the SaaS Services except as permitted by
the SaaS Licence and may not do or authorise the commission of any act that
would or might invalidate or be inconsistent with V&T Technologies’ Intellectual
Property Rights in the SaaS Services or Software. Without limiting the foregoing
provisions, the Customer agrees and acknowledges that it must not and will not
permit any person to:

 * resell, assign, transfer, distribute or provide others with access to the
   SaaS Services;
 * use any of the Services in any advertising, publicity or any other commercial
   manner without our prior written consent;
 * "frame", "mirror" or serve any of the SaaS Services on any web server or
   other computer server over the Internet or any other network;
 * copy, alter, modify, create derivative works from, reproduce, resell,
   transfer to a third party, reverse assemble, reverse engineer, reverse
   compile or enhance the SaaS Services or Software (except as expressly
   permitted by the Copyright Act 1968 (Cth)); or
 * alter, remove or tamper with any trademarks, any patent or copyright notices,
   or any confidentiality legend or notice, or any numbers, or other means of
   identification used on or in relation to the SaaS Services or Software.

4.2 The Customer must not use the SaaS Services in any way which is in breach of
any statute, regulation, law or legal right of any person within Australia or
the jurisdiction in which the Customer or its Personnel are located.


5 PROFESSIONAL SERVICES

5.1 V&T Technologies may provide Professional Services to the Customer in
accordance with this Agreement in consideration for a Professional Services Fee.

5.2 Where V&T Technologies agrees to provide Professional Services, V&T
Technologies will provide the Professional Services in accordance with this
clause 5.

5.3 The procedure to follow for Professional Services will be as follows:

 * the Customer will notify V&T Technologies of any Professional Services it
   requires;
 * following notification, V&T Technologies will provide the Customer with
   written notice in the form of a statement of work covering:
 * the changes required to the SaaS Services;
 * the Professional Services required by such changes; and
 * the Professional Services Fee required to undertake such Professional
   Services;
 * If the Customer agrees to:
 * the changes to the Services;
 * the Professional Services; and
 * the Professional Services Fees,

this Agreement will be considered varied to include such changes as set out in
the notice provided by V&T Technologies pursuant to this clause.


6 DATA

6.1 The Customer grants to V&T Technologies and its sub-processors a worldwide,
non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable
and transferable license to use, copy, process, transmit, store, edit, modify,
aggregate, combine, reproduce, distribute, display, perform, and prepare
derivative works of the Data in connection with the Services and otherwise
access, use or make reference to any Intellectual Property Rights in the Data:

 * to supply the Services including to enable the Customer, its Personnel and
   any Authorised Users to access and use the Services;
 * for diagnostic purposes;
 * to test, enhance and otherwise modify the Services whether requested by the
   Customer or not;
 * to develop other Services; and
 * as reasonably required for the performance of V&T Technologies’ obligations
   under this Agreement.

6.2 The Customer represents and warrants that any and all Data supplied by the
Customer or otherwise accessed by V&T Technologies through the provision of the
Services is the sole and exclusive property of the Customer or the Customer has
secured any and all authorisations and rights to use the Data as applicable to
permit us to use the Data and any technical information about Customer’s use of
the Services to customise the user experience of the Services to Customer, to
facilitate Customer’s use of the Services and to communicate with Customer.

6.3 The Customer acknowledges and agrees that:

 * any collation, conversion and analysis of Data performed as part of the
   Services whether by the Services or otherwise is likely to be subject to
   human input and machine errors, omissions, delays and losses including but
   not limited to any loss of Data. V&T Technologies is not liable for any such
   errors, omissions, delays or losses. The Customer acknowledges and agrees it
   is responsible for adopting reasonable measures to limit the impact of such
   loss or error;
 * V&T Technologies may relocate the Data to another jurisdiction.;
 * V&T Technologies is not responsible for any corruption or loss of any Data if
   such corruption or loss is due to an act or omission by the Customer, its
   Personnel, its Related Bodies Corporate or any Authorised Users; and
 * V&T Technologies is not responsible for the integrity or existence of any
   Data on the Customer’s Environment, network or any device controlled by the
   Customer or its Personnel.

6.4 The Customer must ensure that all its Data on the Service is backed-up.

6.5 The Customer agrees to indemnify and hold V&T Technologies harmless for the
corruption or loss of any Data controlled or stored by the Customer or any
Related Bodies Corporate, to extent the corruption or loss is not caused by the
negligent act or omission of V&T Technologies or its Personnel.


7 SUPPORT AND MAINTENANCE

7.1 We communicate with users on a regular basis to provide requested services
and in regards to issues relating to their account we reply via email or phone,
in accordance with the user’s wishes.

7.2 We cannot guarantee that support is available at all times and that the
support advice provided is correct.

7.3 We may provide access to ‘community’ support such as forums, online groups
or chat rooms where our Customers or third parties provide help to each other
and to others. We cannot take any responsibility for the accuracy of support
provided by others.

7.4 From time to time, there may be either scheduled or unscheduled Service
down-time. We endeavour to make the down-time as short as we can. We will not
have any Liabilities for the consequences of any down-time.

7.5 Where support is provided it will be subject to:

 * the Customer providing V&T Technologies with notice for applicable support
   Services in accordance with any applicable system and processes as set out in
   on the Site, as applicable; and
 * where required, the Customer assisting with investigating and ascertaining
   the cause of the fault and providing V&T Technologies all necessary
   information relevant to the fault (including but not limited to what the
   Customer or their Personnel has done in relation to the fault).


8 CUSTOMER RESPONSIBILITIES AND OBLIGATIONS

8.1 The Customer will provide all required materials as required by V&T
Technologies from time to time for V&T Technologies to perform the Services.

8.2 The Customer must, at the Customer’s own expense:

 * provide all reasonable assistance and cooperation to V&T Technologies in
   order to enable V&T Technologies to supply the Services in an efficient and
   timely manner including but not limited to obtaining from Authorised Users
   any consents necessary to allow the Customer and its Personnel to engage in
   the activities described in this Agreement and to allow V&T Technologies to
   provide the Services;
 * use reasonable endeavours to ensure the integrity of the Data;
 * permit V&T Technologies and its Personnel to have reasonable access to the
   Customer Environment for the purposes of supplying the Services;
 * ensure that only Customer Personnel and Authorised Users will access and use
   the SaaS Services and such use and access will be in accordance with the
   terms and conditions of the SaaS Licence; and
 * make any changes to its Customer Environment that may be required to support
   the delivery and operation of any Services.

8.3 The Customer is responsible for its use of the Services and must ensure that
no person uses the Services:

 * to break any law or infringe any person’s rights including but not limited to
   Intellectual Property Rights;
 * to transmit, publish or communicate material that is defamatory, offensive,
   abusive, indecent, menacing or unwanted; or
 * in any way that damages, interferes with or interrupts the supply of the
   Services.

8.4 The Customer acknowledges and agrees that:

 * it is responsible for all users using the Services including its Personnel
   and any Authorised Users;
 * its use of the Services will be at its own risk;
 * it is responsible for maintaining the security of its Account and password.
   We cannot and will not be liable for any loss or damage from your failure to
   comply with this security obligation;
 * downgrading your Plan may cause the loss of content, features, or capacity of
   your Account. We do not accept any liability for such loss;
 * we may alter or update your logins and passwords and the logins and passwords
   of any Authorised Users at any time throughout the Term;
 * you are responsible for all content posted and activity that occurs under
   your Account. This includes content posted by others who have logins or
   accounts associated with your Account;
 * If you operate a shared Service Account, and make (or allow any third party
   to make) material available by means of the Services (including shareable
   links and SCORM objects), you are entirely responsible for the content of,
   and any harm resulting from, that content. That is the case regardless of
   what form the content takes, which includes, but is not limited to text,
   photo, video, audio, or code;
 * the technical processing and transmission of the Service, including your
   content, may be transferred unencrypted and involve (a) transmissions over
   various networks; and (b) changes to conform and adapt to technical
   requirements of connecting networks or devices;
 * if V&T Technologies wishes to alter the delivery of the SaaS Services which
   requires a change to the Customer Environment (including reconfigurations or
   interface customisations the extent necessary to access or use the SaaS
   Services) the Customer will give any assistance to V&T Technologies or make
   any such changes to the Customer Environment, that V&T Technologies
   reasonably requires; and
 * V&T Technologies may pursue any available equitable or other remedy against
   the Customer as a result of a breach by the Customer of any provision of this
   Agreement.


9 PROHIBITED USE

9.1 The Customer acknowledges and agrees that this Agreement incorporates by
reference the terms of any acceptable use policy as set out on V&T Technologies’
website or as provided to the Customer from time to time.

9.2 There is a limit to the aggregate file size of your content on the Service.
Each content item cannot exceed 1MB in size. If your bandwidth usage
significantly exceeds the average bandwidth usage (as determined solely by us)
of other customers, we reserve the right to immediately disable your Account, or
throttle your Account until you can reduce your bandwidth consumption, or impose
an appropriate Fee commensurate with such excess usage.

9.3 The Customer acknowledges and agrees that it must not, and will ensure each
Authorised User does not:

 * use the SaaS Services to violate any legal rights of any person, the Customer
   or other entity in any jurisdiction;
 * use the SaaS Services in relation to crimes such as theft and fraud;
 * use the Services in breach of laws, including relating to the protection of
   copyright, trade secrets, patents or other intellectual property and laws
   relating to spam or privacy;
 * make any unauthorised copy of any copyrighted material owned or licenced by
   V&T Technologies;
 * introduce malicious programs into V&T Technologies System (e.g. viruses,
   worms, trojan horses, e-mail bombs);
 * reveal the Customer’s account password to others or allow use of the
   Customer’s account the to those who are not the Customer’s Personnel or
   Authorised Users;
 * use the SaaS Services to make fraudulent offers of goods or services;
 * use the SaaS Services to carry out security breaches or disruptions of a
   network. Security breaches include, but are not limited to, accessing data of
   which the Customer is not an intended recipient or logging into a server or
   account that the Customer is not expressly authorised to access or corrupting
   any data. For the purposes of this paragraph, "security breaches" includes,
   but is not limited to, network sniffing/monitoring, pinged floods, packet
   spoofing, denial of service, and forged routing information for malicious
   purposes;
 * use any program/script/command, or sending messages of any kind, with the
   intent to interfere with, or disable, any persons’ use of the SaaS Services;
 * send any unsolicited email messages through or to users of the SaaS Services
   in breach of the Spam Act 2003 (Cth) or that is obscene, threatening,
   harassing, or libellous, or any other form of messaging, whether through
   language, frequency, or size of messages; use the SaaS Services in breach of
   any person’s privacy (such as by way of identity theft or "phishing") is
   strictly prohibited;
 * use the SaaS Services to circumvent user authentication or security of any of
   the Customer’s hosts, networks or accounts or those of the Customer’s
   customers or suppliers;
 * use the Services to administer illegal contests, pyramid schemes, chain
   letters, multi-level marketing campaigns, or conduct any illegal activities;
   or
 * use the Services to in a way that links to, or displays or contains, nudity,
   obscene content, gambling related content, escort services, offers to make
   money online, pay day lender related content, illegal drugs, illegal
   software, viruses, or other content that we deem inappropriate in our sole
   discretion.

9.4 We reserve the right, but have no obligation, to scan every users Account
and setup for compliance with this Agreement and to protect against the Services
being used for offensive, defamatory, racist, inaccurate, abusive, obscene,
profane material, or threatening content.


10 COMMUNICATION AND PUBLICITY

10.1 We send all new Authorised Users an email to verify their new Account and
confirm their password and username. Authorised Users can subscribe to our
newsletter to receive information on products, services, offers, and a
newsletter. Customers can unsubscribe via the unsubscribe link in each email.

10.2 Customer agrees that we may make reference to Customer in marketing and
public relations materials, including a press release announcing Customer as a
customer. Customer hereby grants us a perpetual, nonexclusive, worldwide license
to use and display Customer’s trademarks, trade names and logos in connection
with the foregoing. This clause 10.2 will survive the termination or expiry of
this Agreement


11 AUDIT AND MONITORING

11.1 We have the right to audit your Accounts and records to evaluate your
compliance with this agreement.

11.2 The Customer must keep a record of the use of the SaaS Services and provide
a copy of it to V&T Technologies if V&T Technologies requests it.

11.3 V&T Technologies, its Personnel or any person authorised by V&T
Technologies has the right to audit and inspect, and appoint one or more
auditors to audit and inspect, any Customer Environment, documents and records
to verify the Customer’s compliance with this Agreement.

11.4 Upon receipt of written notice from V&T Technologies, the Customer agrees
to permit the audits and inspections referred to in clause 11.3 by V&T
Technologies, its Personnel or any other person authorised by V&T Technologies
or a regulatory authority or governing body and the Customer will provide
reasonable assistance as required. The Customer agrees to give such person
reasonable assistance, access and facilities to enable the auditing or
monitoring by V&T Technologies.

11.5 The Parties agree that V&T Technologies must bear all costs associated with
any audits and inspections under this clause, but not any records the Customer
is required to maintain under clause 11.2.


12 PAYMENT

12.1 The Customer must pay V&T Technologies:

 * the Fee; and
 * any other amount payable to V&T Technologies under this Agreement,

without set off or delay in advance of the next Plan billing cycle.

12.2 Customer is responsible for reviewing the pricing schedule, features, and
limits associated with its Plan available on the Site.

12.3 The Service Fee is billed in advance in accordance with the Customer’s
applicable Plan cycle based on the number of Authorised User’s in the month
before the commencement of the next Plan billing cycle and is non-refundable,
with any additional charges billed in arrears (at the end of the Plan cycle).
Payments are due for any Plan cycle on the same date of the month, or the
closest date of the month in that Plan cycle, to the day Customer signed up for
the Services and made its first payment.


12.4 Customer agrees to provide accurate payment information, and hereby
authorizes us to charge such credit card for all fees for the duration specified
therein (and any renewal thereof).


12.5 We may, but are not obligated to, contact Customer to warn Customer that it
have exceeded the included features or other limits of its current Plan.


12.6 If you downgrade your Account to a Plan with a lower features or Authorised
User tier during a Plan cycle we will not provide a refund or partial credit to
the Account. There will be no refunds or credits for an incomplete Plan cycle,
Plan downgrade, or for unused Accounts. Downgrading your Account Plan may result
in the loss of content, features, or capacity of Customer’s account. We do not
accept any liability for any losses or damages that may arise in such cases.


12.7 We may offer you a free Account for a trial period with limited features
designed to allow you to evaluate the Service and make sure it is right for you
before signing up for a paid Plan. Any trial period can change at anytime
without notice. We have the right to terminate any trial accounts if it is found
to be misusing our service.


12.8 For any upgrade or downgrade in Plan level, you will be immediately charged
the new Fee.


12.9 Customer must ensure that its credit card will not be declined. If your
credit card expires and you do not cancel your Account, you will remain
responsible for paying the Plan Fee, which will accrue to your Account until we
receive a cancellation notice. You are responsible for ensuring that the email
address you provide is valid and checked regularly.


12.10 We reserve the right to send delinquent Accounts to a collection agency if
they are not paid within three months.


12.11 All fees are GST exclusive. If you are located outside Australia you will
not be charged GST. You are responsible for all taxes, levies, or duties imposed
by taxing authorities in your own country, and you shall be responsible for
payment of all such taxes, levies, or duties. We have no responsibility to pay
taxes, levies or duties on your behalf. Taxes may be added to the final price
charged to Customer on Customer’s invoice. Customer shall pay the taxes with no
reduction or offset in the amounts payable to us. Customer will, and agrees to,
promptly reimburse us for any and all of Customer’s taxes that we may be
required to pay in connection with this Agreement upon receipt of our invoice.


12.12 The Fees are subject to change upon 7 days’ notice from us to you and will
apply to the next Plan billing cycle. Such notice may be provided at any time by
posting the changes on our Site, via email and via a notification within SaaS
platform. If Customer does not agree to the Fee change, it may terminate this
Agreement in accordance with clause 19.1.


12.13 If there is a Variation, V&T Technologies will include the Variation Fees
due and payable for the Variation performed in invoice(s) subsequent to the
performance of any Variation.


12.14 If any payment has not been made in accordance with this Agreement, V&T
Technologies may (at its absolute discretion):


 * immediately cease providing the Services, and recover as a debt due and
   immediately payable from the Customer its Additional Costs of doing so;
 * charge interest at a rate equal to the Reserve Bank of Australia’s cash rate
   from time to time plus 1.5% of the outstanding balance per month, calculated
   daily and compounding monthly, on any such amounts unpaid after the due date;
 * condition future Plan renewals and orders on pre-payment or shorter payment
   terms;
 * engage debt collection services and/or commence legal proceedings in relation
   to any such amounts; and/or
 * report the Customer to any independent credit data agencies.


13 CONFIDENTIALITY

13.1 Subject to clause 13.2, each Party must (and must ensure that its Personnel
do):


 * keep confidential; and
 * not use or permit any unauthorised use of,

all Confidential Information.


13.2 Clause 13.1 does not apply where:


 * the information is in, or comes into, the public domain (other than by a
   breach of this clause 13.1 by the relevant Party);
 * the relevant Party has the prior written consent of the Party that disclosed
   the Confidential Information;
 * the disclosure is required by law;
 * the disclosure is required in order to comply with this Agreement, provided
   that the Party disclosing the Confidential Information ensures the recipient
   complies with the terms of this clause 13.1; and
 * the disclosure is to a professional adviser in order to obtain advice in
   relation to matters arising in connection with this Agreement and provided
   that the Party disclosing the Confidential Information ensures the adviser
   complies with the terms of this clause 13.1.

13.3 Each Party acknowledges and agrees that monetary damages may not be an
adequate remedy for a breach of this clause 13.1. A Party is entitled to seek an
injunction, or any other remedy available at law or in equity, at its
discretion, to protect itself from a breach (or continuing breach) of this
clause 13.1.


13.4 This clause 13 will survive the termination or expiry of this Agreement.



14 INTELLECTUAL PROPERTY RIGHTS

14.1 A Party’s ownership of, or any right, title or interest in, any
Intellectual Property Rights in an item which exists prior to the Effective Date
(Pre-Existing Material) will not be altered, transferred or assigned by virtue
of this Agreement.


14.2 The Customer grants to V&T Technologies a non-exclusive, royalty free,
non-transferable and revocable licence to use any of the Customer’s Intellectual
Property Rights including any Pre-Existing Material as reasonably required for
V&T Technologies to provide the Services to the Customer.


14.3 We do not screen content uploaded onto the SaaS Service, but we have the
right (but not the obligation) in our sole discretion to refuse or remove any
content that is uploaded to the Service that we deem inappropriate, illegal,
offensive, threatening, libellous, defamatory, pornographic, obscene, or
otherwise objectionable or violate any party’s Intellectual Property Rights or
this Agreement.


14.4 We have the discretion (but not obligation) to terminate a Customer’s
access to and use of the Services if, we determine that Customer or its
Authorised Users are repeat infringer of the Intellectual Property Rights of us
or third parties.


14.5 Any Intellectual Property Rights created as a result of Professional
Services (Foreground Material) will vest in V&T Technologies on creation and the
Customer must promptly do any acts reasonably requested by V&T Technologies for
the Intellectual Property Rights in the Foreground Material to vest in V&T
Technologies.


14.6 If Customer enables, installs, or connects any Third-Party Applications for
use with the Services Customer:


 * permits the communication of and/or access to Data to such Third-Party
   Applications;
 * grants to us and our sub-processors a worldwide, non-exclusive, perpetual,
   irrevocable, royalty-free, fully paid, sublicensable and transferable right
   and license to use, process, store, edit, modify, aggregate, combine,
   reproduce, distribute, display, perform, and prepare derivative works of any
   data communicated to or obtained by us from any Third Party Application
   enabled, installed, or connected to us by Customer; and
 * warrants that it has provided all notices and obtained all consents required
   by law to grant the aforementioned permissions, rights, and licenses and that
   doing do so will not infringe any third party's privacy, Intellectual
   Property Rights, or other rights.

14.7 Customer acknowledges and agrees that


 * we will not be held responsible for any Third-Party Applications Customer
   uses in connection with the Services, including but not limited to, for any
   disclosure, modification or deletion of Data resulting from any such
   communication to or access by Third Party Applications.

14.8 Customer agrees to comply with any requests by us to remove any connections
to or from other websites and/or applications to the Services which Customer
installs.


14.9 Subject to the terms and conditions of the Agreement (including any
restrictions in the applicable Order Form) Customer is hereby granted a limited,
non-exclusive, non-transferable, non-sublicensable, revocable, license to use
the Script, in the form made available to Customer, solely for the purpose of
collecting data whilst using the Services in accordance with this Agreement.


14.10 Customer agrees not to use, copy, modify, adapt, alter, translate, create
a derivative work of, reverse engineer, disassemble, or decompile the Script,
including without limitation, any other underlying algorithms of the Script,
except as expressly permitted herein or required by law.


14.11 Customer may not integrate the Script on any properties unless such
properties are owned, operated or controlled by Customer or properties that
Customer has the legal permission or rights to access.


14.12 Customer may provide comments, suggestions and feedback to us regarding
the Services ("Comments"). The ownership right, title, and interest in such
Comments will vest in us on provision of the Comments. Notwithstanding the
aforementioned, to the extent that the ownership of any Comments cannot be
assigned by Customer, Customer grants us a worldwide, non-exclusive, perpetual,
irrevocable, royalty-free, fully paid, sublicensable and transferable license to
use, process, store, edit, modify, aggregate, combine, reproduce, distribute,
display, perform, prepare derivative works, and otherwise fully exploit such
Comments in any medium or format, whether now known or later developed, provided
that such Comments are anonymous.


14.13 This clause 14 will survive the termination or expiry of this Agreement.



15 PRIVACY

15.1 Each Party and its Personnel agrees to comply with its obligations under
the Privacy Act 1988 (Cth) and any other applicable legislation or privacy
guidelines as amended from time to time in relation to personal information
collected, used or disclosed by that Party or its Personnel in connection with
the Services and this Agreement.


15.2 Details on how V&T Technologies complies with the Privacy Act 1988 (Cth)
and how it collects, discloses, holds or uses personal information is available
in V&T Technologies’ Privacy Policy as set out on V&T Technologies’ Site or as
provided to the Customer from time to time. V&T Technologies reserves the right
to amend its Privacy Policy as required from time to time.


15.3 Despite anything to the contrary in this Agreement, we may monitor and
analyse performance information based on and or related to Customer’s use of the
Services, in an aggregated and anonymized format ("Analytics"). Customer agrees
that we may make such Analytics publicly available, provided that it: 1) does
not contain any personal information. We and/or our licensors own all right,
title and interest in and to the Analytics, including all Intellectual Property
Rights in the Analytics.


15.4 The Script inserted into the Customer’s website may contain cookies that
monitor user behaviour and location. It is the Customers obligation to ensure
they include in their privacy policy with their own users that their website is
monitoring their behaviour and location and that our Services collect data such
as website visitor behaviour and IP address.


15.5 This clause 15 will survive the termination or expiry of this Agreement.



16 REPRESENTATIONS AND WARRANTIES

16.1 General


Each Party represents and warrants to each other Party:


 * it has full legal capacity and power to enter into this Agreement, to perform
   its obligations under this Agreement, to carry out the transactions
   contemplated by this Agreement, to own its property and assets and to carry
   on its business;
 * no Insolvency Event has occurred in respect of it;
 * this Agreement constitutes legal, valid and binding obligations, enforceable
   in accordance with its terms; and
 * the execution and performance by it of this Agreement and each transaction
   contemplated by it does not conflict with any law, order, judgment, rule or
   regulation applicable to it or any document binding on it;

16.2 V&T Technologies


 * V&T Technologies warrants that to the best of its knowledge the Services do
   not infringe the Intellectual Property Rights of any third party and there
   are no actual or threatened proceedings for any intellectual property
   infringements in relation to the SaaS Services.
 * V&T Technologies does not warrant that the Services will be accurate,
   error-free or will operate without interruption or that, except as set out in
   this Agreement, the Services will be performed in the manner intended by the
   Customer or the Services will meet the requirements of the Customer or any
   results will be obtained from using the Services.
 * We use IP addresses, Wi-Fi signals, GPS signals and other forms of data to
   determine geolocation of users of the Customers website. We cannot guarantee
   and do not warrant that the geolocation determined by these methods is
   accurate to any degree and you agree that we will not have any Liability for
   any inaccuracies.
 * From time to time, Customer may receive information from our help or support
   pages and/or our employees (collectively, "Guidance"). Customer acknowledges
   and agree that such Guidance will not be deemed to constitute financial,
   legal or tax advice and Customer may not rely on any Guidance. Customer
   should seek the advice of its own professional advisers in relation to any
   such Guidance. Customer acknowledges and agrees that we make no warranty or
   representation of any kind regarding the accuracy or quality of such
   Guidance. Customer agrees that use of and reliance on any such Guidance is at
   its own risk and Customer releases us from all Liability for any consequences
   of its use of and reliance on any such Guidance.

16.3 Repetition


Each Party makes the representations and warranties in clause 16.1 on each day
on which it is a Party.



17 LIABILITY

17.1 V&T Technologies is liable for the acts and omissions of all its Personnel
as if they were done by V&T Technologies.


17.2 Despite anything to the contrary (but subject to clause 17.3 and 17.4), to
the maximum extent permitted by the law:


 * V&T Technologies maximum aggregate Liability arising from or in connection
   with this Agreement (including the Services or the subject matter of this
   Agreement) will be limited to, and must not exceed, in any month the total
   amount of Fees paid to V&T Technologies in the month in which the liability
   for the Services arose; and
 * V&T Technologies will not be liable to the Customer for any loss of profit
   (including anticipated profit), loss of revenue, loss of business, loss of
   goodwill, loss of opportunity, loss of savings (including anticipated
   savings), loss of reputation, loss of use and/or loss or corruption of data
   or website,

whether under statute, contract, equity, tort (including negligence), indemnity
or otherwise.


17.3 Clause 17.2 will not apply to V&T Technologies’ Liability to the Customer
under this Agreement for any liability which cannot be excluded or limited by
applicable law, including:


 * fraud or criminal conduct; or
 * death or personal injury.

17.4 Certain legislation including the Australian Consumer Law (ACL) in the
Competition and Consumer Act 2010 (Cth), and similar consumer protection laws
and regulations may confer you with rights, warranties, guarantees and remedies
relating to our provision of our services which cannot be excluded, restricted
or modified (Statutory Rights). Nothing in this Agreement excludes your
Statutory Rights as a consumer under the ACL. The Liability of us for any
failure to comply with Statutory Rights when providing the Services is limited
to, us (at our election): (a) resupplying that Service; or (b) refunding the Fee
for the affected Service.


17.5 Despite anything to the contrary, to the maximum extent permitted by the
law, V&T Technologies will have no Liability, and the Customer releases and
discharges V&T Technologies from all Liability, arising from or in connection
with any:


 * failure or delay in providing the Services; or
 * breach of this Agreement,

where caused or contributed to by any:


 * Force Majeure Event;
 * a fault or defect in any item of the Customer Environment; or
 * act or omission of the Customer or its Personnel.

17.6 V&T Technologies uses third-party service providers and applications to
host or provide the Services. V&T Technologies will not be liable for any
interruption to the Services, unavailability or outage, or any interruption,
unavailability or outage of the Customer’s Systems, caused by any such
third-party service provider. If the providers of third party applications or
services cease to make their services or programs available on reasonable terms,
we may cease providing any affected features or Services without liability or
entitling Customer to any refund, credit, or other compensation.


17.7 The Customer agrees that, to the maximum extent permitted by the law, this
Agreement excludes all terms, conditions and warranties implied by statute, in
fact or on any other basis, except to the extent such terms, conditions and
warranties are fully expressed in this Agreement.


17.8 We do not warrant that any file or program available for download and/or
execution from or via the Services is virus or error free or other conditions
which could damage or interfere with Data, or Customer Environment with which
such files or programs are used. All files and programs related to Services are
at Customer’s own risk and Customer releases us entirely of all Liability for
any consequences of its use.


17.9 From time to time, we may make certain beta services and or features
available to Customer ("Beta Services"). Customer acknowledges and agrees that
Beta Services have not been completely tested and are provided ‘as is’. Customer
acknowledges and agrees that, to the fullest extent permitted by law, we will
have no Liability in relation to such Beta Services.


17.10 This Clause 17 will survive the termination or expiry of this Agreement.


17.11 Customer agrees to defend, indemnify and hold us, our officers, directors,
successors in interest, employees, agents and subsidiaries harmless from any
third party Claims related to:


 * Customer’s breach of this Agreement and or negligence;
 * Customer or its client’s use of the Services; or
 * Claims that the Data infringes the Intellectual Property Rights or other
   rights of any third party).


18 TERM

18.1 Commencement


The Term of this Agreement takes effect on and from the Effective Date and
continues for the Term of your Plan unless this Agreement is terminated earlier
in accordance with the terms of this Agreement.



19 TERMINATION

19.1 Accounts can only be cancelled by the Customer via its Account dashboard
(if such functionality is available), or by emailing support staff, however you
will not be refunded any part of the Fee for any unused portion of the Service
Plan billing cycle in which you terminate, except where you terminate under
clause 26.13. You are solely responsible for properly cancelling your Account.


19.2 The Customer may terminate this Agreement by giving at least 15 Business
Days’ notice to V&T Technologies if V&T Technologies is in breach (other than a
trivial breach causing no material harm) of any provision of this Agreement and,
where the breach is capable of remedy, V&T Technologies has failed to remedy the
breach within 15 Business Days’ of receipt of written notice from the Customer
describing the breach and calling for it to be remedied.


19.3 V&T Technologies may terminate this Agreement by giving at least 15
Business Days’ notice to the Customer if the Customer is in breach (other than a
trivial breach causing no material harm) of any provision of this Agreement and,
where the breach is capable of remedy, the Customer has failed to remedy the
breach within 15 Business Days of receipt of written notice from V&T
Technologies describing the breach and calling for it to be remedied.


19.4 V&T Technologies may remove any Data and/or suspend the Services and/or
terminate this Agreement immediately by giving written notice to the Customer:


 * for any actual or alleged breach of this Agreement at any time. Any
   suspension pursuant to this clause will not affect your obligation to pay
   fees owed to us;
 * for non-payment or untimely authorization of payment;
 * for any actual or alleged breach of any laws applicable to Customer’s use of
   the Services; or
 * if Customer does not log into its account for more than 700 days ("Inactive
   Account"). Inactive Accounts will have 30 days to become active or the
   Account and its Data, may be permanently removed from our database.
 * where the Customer undergoes a Change of Control to a competitor of V&T
   Technologies as determined by V&T Technologies;
 * where an Insolvency Event occurs in relation to the Customer;
 * if the Customer uses the Services to carry out illicit, illegal,
   phishing/scam attacks on our Service or other entities;
 * if we find the Customer is creating multiple accounts to misuse the free
   trial or harming our Systems in any way;
 * if we find the Customer is causing any disturbance to our business or brand;
   or
 * where the Customer commits a breach of this Agreement not capable of remedy.

19.5 A $100 reinstatement charge applies to reactivate any suspended account
once full payment has been received.



20 EVENTS FOLLOWING TERMINATION

20.1 Upon termination of this Agreement, V&T Technologies will:


 * immediately stop performing the Services;
 * immediately stop placing orders for supplies or services required in
   connection with the performance of the Services; and
 * within 30 days destroy all property, including Confidential Information,
   Intellectual Property and Data in its possession that belongs to the Customer
   or, retain your content and reporting data for a period time permitted by
   law. This information will be accessible should you reactivate your Account.

20.2 Upon termination of this Agreement, the Customer will immediately:


 * cease and desist from any use of the Services;
 * return to V&T Technologies all property, including Confidential Information
   and Intellectual Property, in its possession that belongs to V&T
   Technologies; and
 * pay the Fees for all Services completed and for the remainder of the term
   under any applicable Order Form in effect prior to the termination date.

20.3 The expiry or termination of this Agreement for any reason will be without
prejudice to any rights or liabilities which have accrued prior to the date of
expiry or termination of this Agreement.


20.4 This clause 20 will survive the termination or expiry of this Agreement.



21 DISPUTE RESOLUTION

21.1 Disputes


 * A Party must not commence court proceedings relating to any dispute arising
   from, or in connection with, this Agreement(Dispute) without first complying
   with this clause 21 unless:
 * that Party is seeking urgent interlocutory relief; or
 * the Dispute relates to compliance with this clause.
   
 * Notwithstanding the existence of a Dispute, the Parties must continue to
   perform their obligations under this Agreement.

21.2 Negotiation


 * In the event of a Dispute, the Party claiming there is a Dispute must give
   written notice to the other Party or Parties to the Dispute setting out the
   details of the Dispute and proposing a resolution (Dispute Notice).
 * Within 10 Business Days after receipt of the Dispute Notice, each relevant
   Party must (if applicable by its senior executives or senior managers who
   have authority to reach a resolution on its behalf) meet at least once to
   attempt to resolve the Dispute in good faith. All aspects of every such
   conference, except for the occurrence of the conference, will be privileged.

21.3 Arbitration


 * If the relevant Parties are unable to resolve the Dispute with 15 Business
   Days after receipt of the Dispute Notice, any Party involved in the Dispute
   may (by written notice to the other Parties) submit the Dispute to binding
   arbitration administered by the Australian Centre for International
   Commercial Arbitration (ACICA) Rules, with such arbitration to be conducted:
 * in Perth, Western Australia; and
 * in accordance with the ACICA Arbitration Rules.
   
 * Each Party will bear its own costs in relation to the mediation, except
   Customer will bear V&T Technologies’ costs where it has issued a Dispute
   Notice.
 * If the Dispute has not been settled within 20 Business Days after the
   appointment of a mediator, or such other period as agreed in writing between
   the Parties, the Dispute may be referred by any Party involved in the Dispute
   (by written notice to the other Parties) to litigation.

21.4 This clause 21 will survive the termination or expiry of this Agreement.



22 SUBCONTRACTING

22.1 The Parties agree V&T Technologies may engage subcontractors to perform the
Services on its behalf.



23 INSURANCE

23.1 Each Party will effect and maintain at its own expense relevant insurance
policies.



24 NON-SOLICITATION

24.1 The Customer will not solicit or entice away, any person or organization
that was an actual or prospective, client, employee, contractor, representative,
agent of, or developer to, V&T Technologies, during the Term of this Agreement.


24.2 This clause 24 will survive the termination or expiry of this Agreement.



25 GST

25.1 Taxable supply


If GST is payable on any supply made under this Agreement, the recipient of the
supply must pay an amount equal to the GST payable on the supply. That amount
must be paid at the same time that the consideration is to be provided under
this Agreement and must be paid in addition to the consideration expressed
elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The
recipient is not required to pay any GST until the supplier issues a tax invoice
for the supply.


25.2 Adjustment events


If an adjustment event arises in respect of any supply made under this
Agreement, a corresponding adjustment must be made between the supplier and the
recipient in respect of any amount paid by the recipient under this clause, an
adjustment note issued (if required), and any payments to give effect to the
adjustment must be made.


25.3 Payments


If the recipient is required under this Agreement to pay for or reimburse an
expense or outgoing of the supplier, or is required to make a payment under an
indemnity in respect of an expense or outgoing of the supplier, the amount to be
paid by the recipient is to be reduced by the amount of any input tax credit in
respect of that expense or outgoing that the supplier is entitled to.


25.4 GST terminology


The terms "adjustment event", "consideration", "GST", "input tax credit",
"recipient", "supplier", "supply", "taxable supply" and "tax invoice" each has
the meaning given in the A New Tax System (Goods and Services Tax) Act 1999
(Cth).


25.5 This clause 25 will survive the termination or expiry of this Agreement.



26 GENERAL

26.1 Notices


 * A notice or other communication given under this Agreement must be:
 * in writing, in English and signed by the sender; and
 * addressed and delivered to the intended recipient by hand, prepaid post or
   email in accordance with the notice details last notified by the recipient to
   the Parties.
   
 * Customer’s notice details are set out in the Account. V&T Technologies’
   notice details are set out on the Site. A Party may change its notice details
   by written notice to the other Parties, which, for the Customer, is by
   updating their Account, and for V&T Technologies, is by updating the Site.
 * A notice or communication is taken as having been given:
 * when left at a Party’s current address for notices;
 * if mailed, on the third Business Day after posting (if delivered to an
   address within the same country) or on the tenth Business Day after posting
   (if delivered to an address within another country); or
   
 * if sent by email, if sent before 5pm on a Business Day in the place of
   receipt then on the Business Day when it is sent, otherwise on the following
   Business Day.
   
 * This subclause will survive the termination or expiry of this Agreement.

26.2 Force Majeure


If performance of this Agreement or any obligation under this Agreement is
prevented, restricted or interfered with by reasons of Force Majeure and the
affected party unable to carry out its obligations gives the other party prompt
written notice of such event, then the obligations of the affected party
invoking this provision shall be suspended to the extent necessary by such
event. The affected party shall use reasonable efforts under the circumstances
to remove such prevention, restriction or interference or to limit the impact of
the event on its performance and must continue to perform with reasonable
dispatch when the Force Majeure is removed.


26.3 Waiver


Any failure or delay by a Party in exercising a power or right (either wholly or
partially) in relation to this Agreement does not operate as a waiver or prevent
that Party from exercising that power or right or any other power or right. A
waiver must be in writing.


26.4 Powers, rights and remedies


Except as provided in this Agreement or permitted by law, the powers, rights and
remedies of a Party under this Agreement are cumulative and in addition to any
other powers, rights and remedies the Party may have.


26.5 Consents or approvals


Except as provided in this Agreement, a Party may give, attach conditions to or
withhold any consent or approval under this Agreement at its sole and absolute
discretion. A Party is not obliged to give reasons for giving or withholding its
consent or approval or for giving its consent or approval subject to conditions.


The Services may be subject to the export control laws of the United States and
other jurisdictions. Customer must comply with all applicable export laws.
Customer represents that it is not named on any U.S. government list of persons
or entities prohibited from receiving exports. Customer must not permit users to
access or use Services in violation of any U.S. export embargo, prohibition or
restriction.


26.6 Assignment


No Party may assign, transfer or otherwise deal with all or any of its rights or
obligations under this Agreement without the prior written consent of the other
Parties. Any purported dealing in breach of this clause 26.6 is of no force or
effect.


26.7 Further assurance


Each Party must promptly do all things and execute all further documents
necessary to give full force and effect to this Agreement and their obligations
under it. This subclause will survive the termination or expiry of this
Agreement.


26.8 Costs and expenses


Each Party must pay its own costs and expenses (including legal costs) in
connection with the negotiation, preparation and execution of this Agreement and
any document relating to it.


26.9 Relationship of Parties


 * This Agreement is not intended to create a partnership, joint venture or
   agency relationship between the Parties.
 * Nothing in this Agreement gives a Party authority to bind any other Party in
   any way.

26.10 Independent legal advice


Each Party acknowledges and agrees that it has had an opportunity to read this
Agreement, it agrees to its terms and, prior to executing it, it has been
provided with the opportunity to seek independent legal advice about its terms.


26.11 Severance


 * If a provision of this Agreement is held to be void, invalid, illegal or
   unenforceable, that provision must be read down as narrowly as necessary to
   allow it to be valid or enforceable.
 * If it is not possible to read down a provision (in whole or in part), that
   provision (or that part of that provision) is severed from this Agreement
   without affecting the validity or enforceability of the remainder of that
   provision or the other provisions in this Agreement.

26.12 Entire agreement


This Agreement contains the entire understanding between the Parties, and
supersedes all previous discussions, communications, negotiations,
understandings, representations, warranties, commitments and agreements, in
respect of its subject matter.


26.13 Amendment


To the extent permitted by law, we may, at any time and at our discretion, vary
this Agreement by notifying you via your Account dashboard and publishing varied
terms on the Site. Subject to clause 12.12, such variation will take effect upon
your use of the Services after such notification which will be deemed to be your
agreement to such variation. It is Customer’s responsibility to check their
Account dashboard and the Site regularly for modifications to this Agreement. If
you do not agree to a variation you may terminate this Agreement pursuant to
clause 19.1.


26.14 Cumulative Rights


 * The rights arising out of this Document do not exclude any other rights of
   either Party.
 * Each indemnity in this Document is a continuing obligation that is separate
   and independent from the other obligations of the Parties under this
   Document.
 * A Party is not obliged to take any action, or incur any expense, before
   enforcing any indemnity under this Document.

26.15 Governing law and jurisdiction


This Agreement is governed by the laws of Western Australia. Each Party
irrevocably and unconditionally submits to the exclusive jurisdiction of the
courts operating in Western Australia and any courts entitled to hear appeals
from those courts and waives any right to object to proceedings being brought in
those courts. The Services may be accessed in Australia and overseas. We make no
representations that the Services comply with the laws of any country other than
Australia. If Customer accesses the Services from outside Australia, it does so
at its own risk and is responsible for complying with the laws in the place in
which it accesses the Services.



27 DEFINITIONS AND INTERPRETATION

27.1 Definitions


In this Agreement, unless defined in the preceding clauses or the context
otherwise requires:


Additional Costs means any additional costs, expenses, damages or losses
suffered or incurred by V&T Technologies.


Authorised User means the user(s) permitted to use the SaaS Services in
accordance with the Plan specified in the Customer Account, or such other users
identified by V&T Technologies through an audit, including additional Authorised
Users.


Business Day means a day on which banks are open for general banking business in
Western Australia, excluding Saturdays, Sundays and public holidays.


Business Hours means 9am to 5pm on a Business Day.


Change in Control occurs in respect of a Party if, after the Effective Date, a
person acquires (directly or indirectly):


 * shares in that Party conferring alone or in aggregate 50% or more of the
   voting or economic interests in that Party on a fully diluted basis;
 * the power to control the appointment or dismissal of a majority of the
   directors of that Party; or
 * the capacity to control the financial and operating policies or management of
   that Party.

Claim means any actual, contingent, present or future claim, demand, action,
suit or proceeding for any Liability, restitution, equitable compensation,
account, injunctive relief, specific performance or any other remedy of whatever
nature and however arising, whether direct or indirect, and whether in contract,
tort (including but not limited to negligence) or otherwise.


Confidential Information includes information or documentation which:


 * is disclosed to the recipient in connection with this Agreement (whether
   before or after the Effective Date);
 * is prepared or produced under or in connection with this Agreement (whether
   before or after the Effective Date); or
 * relates to:
 * the business, assets or affairs of a Party or any of its Affiliates;
 * the business, assets or affairs of a Group Company, or any client of a Group
   Company; or
 * the subject matter of, the terms of and/or any transactions contemplated by
   this Agreement,

whether or not such information or documentation is reduced to a tangible form
or marked in writing as "confidential", and whether it is disclosed to the
recipient or received, acquired, overheard or learnt by the recipient in any way
whatsoever.


Customer Environment means the computing environment of the Customer including
all hardware, software, information technology and telecommunications services
and Systems.


Data means all of the information, documents and other data provided by the
Customer or their Personnel to V&T Technologies, any content uploaded by the
Customer or Personnel to V&T Technologies’ System, or otherwise accessed by V&T
Technologies in providing the Services.


Dispute has the meaning given in clause 22.1(a).


Dispute Notice has the meaning given in clause 22.2(a).


Agreement means this agreement.


Fee means the fee set out in on the Site, or otherwise as set out in an Order
Form agreed by the Parties.


Force Majeure means any event or circumstances beyond the reasonable control of
a Party including any fire, lightning strike, flood, earthquake, natural
disaster, sabotage, nuclear contamination, terrorism, war or civil riot that
occurs to the extent that it:


 * would be unreasonable to expect the affected Party to have planned for,
   avoided or minimised the impact of such circumstance by appropriate risk
   management, disaster recovery or business resumption plan; and
 * results in a Party being unable to perform an obligation under this Agreement
   on time.

Insolvency Event means the occurrence of any one or more of the following events
in relation to a Party:


 * the Party is or states that it is insolvent or is deemed or presumed to be
   insolvent under any applicable laws;
 * an application or order is made for the winding up, bankruptcy or dissolution
   of the Party or a resolution is passed or any steps are taken to pass a
   resolution for its winding up or dissolution;
 * an administrator, provisional liquidator, liquidator or person having a
   similar or analogous function under the laws of any relevant jurisdiction is
   appointed in respect of the Party or any action is taken to appoint any such
   person and the action is not stayed, withdrawn or dismissed within 10
   Business Days;
 * a controller is appointed in respect of any of the Party’s property;
 * the Party is deregistered under the Corporations Act or other legislation or
   notice of its proposed deregistration is given to it;
 * a distress, attachment or execution is levied or becomes enforceable against
   the Party or any of its property;
 * the Party enters into or takes action to enter into an arrangement,
   composition or compromise with, or assignment for the benefit of, all or any
   class of its creditors or members or a moratorium involving any of them;
 * a receiver or manager (or both) or trustee in bankruptcy is appointed in
   respect of the Party or its property;
 * a petition for the making of a sequestration order against the estate of the
   Party is presented and the petition is not stayed, withdrawn or dismissed
   within 10 Business Days or the Party presents a petition against itself; or
 * anything analogous to or of a similar effect to anything described above
   under the law of any relevant jurisdiction occurs in respect of the Party.

Intellectual Property Rights means all present and future rights to:


 * copyright;
 * registered or unregistered designs, patents, trade marks;
 * trade, business, company or domain names;
 * know-how, inventions, processes, trade secrets;
 * circuit layouts, databases or source codes; and
 * any similar rights in any part of the world,

including any application, or right to apply, for registration of, and any
improvements, enhancements or modifications of, the foregoing.


Liability means any expense, charge, cost, liability, loss, damage, claim,
demand or proceeding (whether under statute, contract, equity, tort (including
negligence), indemnity or otherwise), howsoever arising, whether direct or
indirect and/or whether present, unascertained, future or contingent.


Order Form means any form (including an electronic form), either executed by the
Parties or agreed to by the Customer online, that sets out the commercial terms
of the Services to be provided to Customer under this Agreement. All order forms
incorporate, and are subject to this Agreement.


Party means a party to this Agreement from time to time, and Parties means all
of them.


Personnel means in relation to a Party, any employee, contractor, officer and
agent of that Party.


Plan means the applicable monthly, quarterly or annual Customer Fee plan which
provides for certain Service features and a number of Authorised Users tier.


Products means hardware or software.


Professional Fee means the fee agreed by the Parties for any Professional
Services in accordance with clause 5.


Professional Services means the services to be provided by V&T Technologies
pursuant to this Agreement for the customization and or integration of the SaaS
Services.


Related Body Corporate has the meaning given in section 9 of the Corporations
Act.


SaaS Licence is defined in clause 3.1.


SaaS Services means the Software as a Service described on the Site.


Script means a script of computer program code provided by us that Customers
must place in their website in order for certain features of the SaaS service to
work.


Services means the SaaS Services, Support Services and any Professional
Services, to be provided or licensed by V&T Technologies to the Customer on the
terms and conditions set out in this Agreement.


Software means the software used to provide the SaaS Services, and includes any
instructions in hard copy or electronic form and any update, modification or
release of any part of that software after this Agreement is entered into by the
Parties.


System means a combination of Products or a combination of Products and services
which are integrated and operate together, including a network.


Term means the term of this Agreement specified in the Customer Account.


Third Party Applications means any software, products, tools, or applications
that are used in connection with the Services that are not owned by us.


Variation means a change to the Plan or SaaS Licence after the date of this
Agreement.


Variation Fee means any variation to the Fee as a consequence of the Variation.


27.2 Interpretation


In this Agreement, unless the context otherwise requires:


 * the singular includes the plural and vice versa;
 * headings are for convenience only and do not affect interpretation;
 * a reference to a clause, paragraph, schedule or annexure is a reference to a
   clause, paragraph, schedule or annexure, as the case may be, of this
   Agreement;
 * if any act which must be done under this Agreement is to be done on a day
   that is not a Business Day then the act must be done on or by the next
   Business Day;
 * a reference to any legislation or law includes subordinate legislation or law
   and all amendments, consolidations, replacements or re-enactments from time
   to time;
 * where a word or phrase is defined, its other grammatical forms have a
   corresponding meaning;
 * a reference to a natural person includes a body corporate, partnership, joint
   venture, association, government or statutory body or authority or other
   legal entity and vice versa;
 * includes and similar words mean includes without limitation;
 * no clause will be interpreted to the disadvantage of a Party merely because
   that Party drafted the clause or would otherwise benefit from it;
 * a reference to a party to a document includes that party’s executors,
   administrators, successors, permitted assigns and persons substituted by
   novation from time to time;
 * a reference to this Agreement or any other document includes the document,
   all schedules and all annexures as novated, amended, supplemented, varied or
   replaced from time to time;
 * a reference to a covenant, obligation or agreement of two or more persons
   binds or benefits them jointly and severally;
 * if a period of time is specified and dates from a given day or the day of an
   act or event, it is to be calculated exclusive of that day;
 * a reference to time is to local time in Western Australia, Australia; and
 * a reference to $ or dollars refers to the currency of the United States,
   unless stated otherwise in an Order Form.

For any questions, please contact us at:


V&T Technologies Pty. Ltd.
Email: contact@geotargetly.com



Last update: 23 October, 2018

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