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Sourceit Customer Agreement

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This subscription services agreement (Agreement) is between you and Sourceit Pty Ltd (ABN 16 609 743 197) (Sourceit).   If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Customer” or “you” means your company, and you are binding your Company to this Agreement.  Sourceit may modify this Agreement from time to time.

Please note that this Agreement contains important limitations on representations, warranties, conditions, remedies, and liabilities that are applicable to the Services so you should read it carefully before subscribing to use the Services.

By clicking on the ‘I agree’ (or similar button) that is presented to you at time of your Order,  or by using or accessing any of Sourceit’s Services, you indicate your assent to be bound by this Agreement.

This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement. This Agreement includes our Privacy Policy and other referenced policies and attachments.

  1.  CREATING AN ACCOUNT

You must create an account in order to use the Services, even on a trial basis. To create an account, you will be asked to provide certain basic information including your name, business name, corporate address, contact telephone number, email address. On completion of your free trial (further described in Section 2 below) you will also need to provide credit card information to us for billing purposes.

2.  TRIAL SUBSCRIPTION TERMS

If you register on https://app.sourceithq.com (the “Website”) for your free 8 RFQ’s trial of the Services, you must adhere to any additional trial terms and conditions which may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Towards the end of your free trial, you will receive notification from Sourceit that the trial is coming to an end and will be given the option to upgrade to a paid subscription for any of the Services by providing your billing information. If you do not opt to continue your use of Sourceit through a paid license, your right to access the Services will be terminated by Sourceit. Any data You enter into the Services during a trial will be permanently lost unless you purchase a subscription to the same Services as those covered by the Trial or may be able to export such data before the end of the trial period (check with Sourceit for further information on this). During any free trial of the Services, you acknowledge and agree that the Services are provided ‘as-is’ without any warranty or guarantee of any kind.

3.  FULL SUBSCRIPTIONS TERMS

3.1. Service Period & Renewals

Services purchased will be provided on an ongoing, monthly basis. Your account and profile registered with Sourceit will remain active until terminated by You or an agent of your organization or Sourceit pursuant to Sections 3.2 or 3.3 below (“Term”).

3.2. Termination by You

If You are dissatisfied with (i) the Services; (ii) this Agreement; or (iii) any policy or practice of Sourceit in operating the Services, You may terminate the Services at any time. Termination will take effect from the end of the current term you give notice and you will not be billed for future months. Termination shall be completed by you by updating your subscription and providing cancellation information on Your Customer Portal.

3.3. Service Suspension or Termination by Sourceit

Without limiting other remedies, Sourceit may limit, suspend, or terminate this license and Your use of the Services, prohibit access to the Website and remain outstanding 30 days after receipt of notice from Sourceit. Sourceit shall provide such notice to You to the email address You have provided (if any), and/or by preventing Your access to Your account.

3.4. Effect of Termination

Upon termination of this Agreement, the Services shall terminate and Sourceit will not be liable in respect of any damage caused by the termination of this Agreement. You will have the ability to extract your data stored in the Sourceit system for a period of ninety days from the date of cancellation.

4.  LICENSES AND PROPRIETARY RIGHTS

4.1. License Grant

Subject to the terms of this Agreement and payment of the applicable fees, Sourceit grants You a limited, personal, non-sublicensable, non-assignable, internal license and right to use the Sourceit online procurement software solution (including the underlying software and technology contained therein (“Sourceit Materials”)) for the purpose of receiving the Services. Any software provided to you is licensed; not sold.

4.2. License Restrictions

You shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Sourceit Materials available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Sourceit Materials except to the extent expressly agreed upon in writing by You or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.

4.3. Restrictions of Use of the Services

You shall not (a) use, or permit the use of, the Services for an illegal purpose, intellectual property infringement, or in a manner that would cause interference with network operations; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass Sourceit’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the Sourceit Materials or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.

4.4. Lawful purposes

You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations, and policies that may apply to the use of the Services in Your country, including applicable rules that govern the export or import of software. You will use the Services solely for lawful purposes. In this respect You may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on our website), (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or Internet connection of Sourceit or any third party.

4.5. Third Party Software

Sourceit Materials may incorporate and embed software and other technology owned and controlled by third parties. Any such third-party software or technology that is incorporated in the Sourceit Materials falls under the scope of this Agreement. Such third-party software is licensed; not sold and will be provided to You on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of download.

4.6. Exclusive Ownership

Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the Software are and shall remain the exclusive property of Sourceit and its licensors. Nothing in this Agreement is intended to transfer any such IP rights to or to vest any such intellectual property rights in, You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Sourceit’s IP rights. Any unauthorized use of Sourceit’s intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.

4.7. Content & Data

As between You and Sourceit, you own and retain the copyright in the content you provide, create, store and process through the Services including content you generate and input into the Sourceit digital forms (“Content”). Sourceit will, from time to time, automatically collect information about use of the Services such as purchasing time frames, details of order creation and use of the Services as well as information on sectors/industries Sourceit’s customers including You engage with. This information will be stored anonymously and in aggregate and will not be associated with Your name, company or Account.

5.  PRIVACY AND CONFIDENTIALITY

5.1. Privacy

Sourceit is committed to respecting Your privacy and the confidentiality of Your personal data. It is important that our Privacy Policy is read in conjunction with our terms and conditions.

Any personal information forming part of your Content will be kept confidential by us and will only be used in order to provide the Services.

5.2. Confidentiality

Except for aggregated data and statistics, any information or data processed through the Services on Your behalf (including Content) will be treated as confidential by Sourceit and will not be disclosed to any third parties without Your express authorization. Notwithstanding the generality of the foregoing, Sourceit may provide limited access to Content to those of Sourceit’s officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to affect the intent of the Agreement.

Sourceit may also provide access to the Content if required by law or in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, Sourceit shall immediately notify You of receipt of such request or demand, and the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 5.2 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.

6.  PAYMENT TERMS

6.1. Fees, Payment & Charges

Unless otherwise specified, Services are purchased as monthly subscriptions. Your access to and use of the Services is subject to Your payment of the applicable fees (“Fees”) due for the service selected by you set out on the Website and all other applicable amounts, charges and taxes indicated to You when You purchase Services (or otherwise notified to You by Sourceit from time to time) noted on Your invoice.

Receipts for purchased Services will be invoiced and delivered to You electronically. You shall: (i) keep the billing, credit card and payment information You provide to Sourceit or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise, we may suspend the Services; (ii) promptly advise Sourceit if Your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Your failure to pay any Fees billed to You by Sourceit caused by Your failure to provide Sourceit with up to date billing information; and (iv) upon termination of the Services in accordance with Section 3 provide Sourceit with a forwarding address for all final invoices or correspondence should Your mailing address differ from that in Your profile.

To offset its additional processing costs, Sourceit may bill You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non- payment or having a balance over Your credit limit; returned or rejected payments; or changes in personal identifier information. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You shall pay all such charges.

6.2. Taxes

You are responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on Your purchase or use of the Services. To the extent Sourceit is required to collect such taxes, the applicable tax will be added to Your billing account.

6.3. Transaction processing

Monthly subscriptions will automatically renew, and the relevant fees will be processed and charged to You in full unless You notify Sourceit at least thirty (30) days in advance of the anniversary of a renewal period that you wish to discontinue the Services. Unless otherwise specified, monthly subscription renewals are processed each month on the anniversary date that this Service Agreement was initially agreed. You will receive an email invoice whenever Sourceit bills you. Any additional users added beyond the users specified in this Service Agreement will be billed monthly on a pro-rated basis.

6.4. Pre-authorized Payment

By providing a credit card to Sourceit as part of your account set-up for Your monthly pre-authorized payments, You authorize Sourceit to charge Your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Sourceit good and sufficient authority for doing so. If Your pre-authorized payment fails, Sourceit may immediately deactivate Your account without notice to You and collect Fees owing using other collection mechanisms. You are solely responsible for all charges incurred under Your account by You or third parties.

7.  CHANGES TO SOFTWARE, SERVICES, AND AGREEMENT

7.1. Changes to Sourceit Materials

Sourceit may alter, update or upgrade the Sourceit Materials from time to time. Services will be provided for current versions of the software made available by Sourceit and Sourceit may, in its discretion, provide service for multiple live versions of the software.

8.  REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1. Customer Warranties

You represent and warrant that You have all rights necessary to provide Sourceit with Content for use in accordance with the terms of this Agreement; and (b) Sourceit’s use of the Content in accordance with the terms of this Agreement will not violate the rights of any third party. Customer shall be responsible for the accuracy of the Content and Sourceit shall not be liable to Customer, any user or any third party for any use of or inaccuracy in any Content under this Agreement.

8.2. Disclaimer

THE SERVICES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATION AND/OR WARRANTIES OF ANY KIND. SOURCEIT AND ITS LICENSORS AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES PROVIDED UNDER THIS AGREEMENT AND SOURCEIT SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY REPRESENTATIONS AND/OR WARRANTIES AGAINST NON-INFRINGEMENT AND ANY AND ALL IMPLIED REPRESENTATIONS AND/OR WARRANTIES OF MERCHANTABILITY, DURABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9.  LIABILITY PROVISIONS

9.1 You shall indemnify, defend and hold harmless Sourceit, and its members, managers, officers, directors, employees, agents and affiliates from and against any liabilities, costs, fees and/or damages (including attorney fees) that arise out of any claim for damages resulting from (a) any material inaccuracy or breach of the representations or warranties made by you in this Agreement, (b) any material breach of a covenant made by you in this Agreement, and/or (c) any material failure to perform, or any material failure to comply with, your obligations according to this Agreement.

9.2 YOU ACKNOWLEDGE THAT, WITHOUT LIMITATION OF THAT OTHERWISE SET FORTH HEREIN, SOURCEIT IS IN NO WAY RESPONSIBLE (a) FOR ANY OUTCOME RESULTING FROM ANY SUBMISSION YOU MAKE USING THE WEBSITE, (b) FOR DETERMINATIONS MADE OR NOT MADE BY ANY PARTY REQUESTING DATA FROM YOU OR REQUESTING YOUR PARTICIPATION ON OR USE OF THIS WEBSITE, INCLUDING ANY SUCH PARTY’S DECISION TO LIMIT, EXPAND, SUSPEND, TERMINATE OR OTHERWISE CHANGE ITS USE OF THE SERVICES, WHETHER ANY OF THE SAME IS MADE BEFORE, DURING OR AFTER ANY SUBMISSION IS MADE, (c) FOR THE TRANSMISSION, PRIOR TO RECEIPT BY SOURCEIT, OF ALL INFORMATION YOU PROVIDE, OR OTHERWISE INPUT, USING THE WEBSITE, AND (d) IF YOU ARE UNABLE TO ACCESS THE SERVICES VIA THE WEBSITE AS A RESULT OF TECHNICAL OR OTHER DIFFICULTIES RESULTING FROM YOUR HARDWARE OR INTERNET CONNECTION.

9.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU IN CONNECTION WITH THIS AGREEMENT MAY NOT EXCEED THE FEES PAID BY YOU IN THE ONE (1) MONTH PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.

9.4 NEITHER PARTY, NOR ANY OF ITS OR THEIR AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS OR MANAGERS, MAY BE HELD LIABLE TO THE OTHER, NOR TO ANY OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY THEREOF.

9.5 EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

9.6 You further acknowledge that (a) Sourceit will suffer irreparable harm and that the amount of monetary damages would be extremely difficult or impossible to calculate, if you breach your obligations according to this Agreement, (b) if you breach your obligations according to this Agreement, Sourceit may seek, and you covenant not to dispute any attempt by Sourceit to seek, injunctive relief without proving actual damages and (c) remedies sought by Sourceit in accordance with this paragraph shall be in addition to, and without limitation of, any other rights to which Sourceit may be entitled according to this Agreement or Law.

10.  GENERAL TERMS

10.1. Logos

Sourceit may refer to You in Sourceit’s customer list and may use Your corporate name and logo for this purpose. For the avoidance of doubt, Sourceit will not use Your name, logo, any other trademark or trade-name of Yours for any other purposes without Your prior consent.

10.2. Entire Agreement

The terms and conditions of this Agreement constitute the entire agreement between You and Sourceit with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

10.3. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the provision shall be modified and interpreted by the court so as best to accomplish the intent of the original provision to the fullest extent possible. The invalidity or unenforceability of any provision shall not affect any of the other provisions of these Terms of Use.

10.4. No Waiver

If Sourceit does not take action against all breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

10.5. Assignment

You are not allowed to assign this Agreement or any rights hereunder. Sourceit is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

10.6. Applicable Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of State of Victoria, Australia without giving effect to any conflict of laws or provisions whether contained in Australian law or the laws of Your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the State of Victoria, Australia. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.7. Customer Service

For assistance with questions regarding this Agreement or the Services, if You have other inquiries, or if You require further assistance regarding use of the Services provided by us, please contact us using the contact details located here.

Sourceithq Pty Ltd © 2018