This End User License Agreement (“Agreement”) is between the person or organisation (“You”, “Customer”, or “Your”) and Heritage IT Pty Ltd (“HIT”, “we”, “our”, or “us”), a leading developer, publisher and marketer of business integration and reporting software, with its head office located at Level 1, 3 Marie Street, Milton QLD 4064, Australia. This Agreement establishes the terms and conditions that apply to Your use of the Software (as defined below). Your use of the Software signifies Your acceptance of these terms and conditions.

This Agreement may be periodically updated and the current version will be posted on this webpage(the "Website"). Your continued use of the Software after a revised Agreement has been posted constitutes your acceptance of its terms.

THE "SOFTWARE" INCLUDES ALL SOFTWARE INCLUDED WITH THIS AGREEMENT (INCLDUING RELATED SERVICES), THE ACCOMPANYING MANUAL(S), PACKAGING, AND OTHER WRITTEN FILES, ELECTRONIC OR ON-LINE MATERIALS OR DOCUMENTATION, AND ANY AND ALL COPIES OF SUCH SOFTWARE AND ITS MATERIALS.

THE SOFTWARE IS LICENSED, NOT SOLD. BY OPENING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, AND ANY OTHER MATERIALS INCLUDED WITH THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH THE AUSTRALIAN COMPANY HERITAGE IT PTY LTD, SUBSIDIARIES, AND AFFILIATES ("LICENSOR," “COMPANY,” “WE,” “US, OR “OUR”), AS WELL AS THE PRIVACY POLICY LOCATED AT www.heritageit.com.au/privacy-policy.html AND TERMS OF SERVICE LOCATED AT www.heritageit.com.au/terms-of-service.html.

PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.

TO ENTER INTO THIS LICENSE AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SOFTWARE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT LICENSE.

LICENSE CONDITIONS

Our services: Our services consist of all the services we provide now or in the future, including our online, on-premise, and mobile accounting and financial products.

The Software is licensed, not sold, to you, and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. HIT retains all rights, title and interest in and to the Software and any derivative works thereof. No license or right is hereby granted by implication. This license is non-transferable and is not sublicensable. Licensor retains all rights, title, and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audio-visual effects, themes, artwork, sounds effects, musical works, and moral rights. The Software is protected by Australian and international copyright and trademark law and applicable laws and treaties throughout the world. The Software may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Licensor. Any persons copying, reproducing, or distributing all or any portion of the Software in any manner or medium, will be wilfully violating the copyright laws and may be subject to civil and criminal penalties in Australia or their local country. Be advised that Australian copyright violations are subject to statutory penalties. The Software contains certain licensed materials and Licensor's licensors may also protect their rights in the event of any violation of this Agreement. All rights not expressly granted under this Agreement are reserved by Licensor and, as applicable, its licensors.

Creating a subscription: When you create a subscription to use our services and accept these terms, you become a subscriber. If you’re the subscriber, you’re the one responsible for paying for your subscription.

Right to Use Services: You agree to the software and services provided by HIT in accordance with the use levels by which we measure, price and offer our software and services as posted on our websites. You may use our software and services only as permitted by these terms, and you consent to our privacy policy at www.heritageit.com.au/privacy. We grant you a limited right to use our software and services only for business and professional purposes. If your affiliates use our software and services, you warrant that you have the authority to bind affiliates and you will be liable if your affiliates do not comply with this Agreement. Software and services means our software as a service offerings by Heritage IT Pty Ltd or its affiliate companies. You understand that your personal data may be processed in connection with your use of our software, services, and websites which are provided via equipment and resources located in Australia and other locations throughout the world.

Limitations of Use: You agree not to, and not to provide guidance or instruction to any other individual or entity on how to:

• commercially exploit the Software;
• use the Software in connection with an agreement with other individuals to wager any money or other thing of value;
• distribute, license, sell, transfer or assign the Software to others in any manner without the prior written consent of HIT. HIT may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate;
• make a copy of the Software or any part thereof (other than as set forth herein);
• except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a network, for on-line use, or on more than one computer at the same time;
• copy the Software onto a hard drive or other storage device in order to bypass the requirement to run the Software from any source;
• reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the Software, in whole or in part;
• remove or modify any proprietary notices, marks, or labels contained on or within the Software;
• restrict or inhibit any other user from using and enjoying any online features of the Software;
• violate any terms, policies, licenses, or code of conduct for any online features of the Software; or
• transport, export, or re-export (directly or indirectly) into any country forbidden to receive the Software by any Australian export laws or regulations or Australian economic sanctions or otherwise violate any laws or regulations, or the laws of the country in which the Software was obtained, which may be amended from time to time.

People invited to use Software and Services: An invited user is a person other than the subscriber who has been invited to use our services through a subscription. If you’re an invited user, you must also accept these terms to use our services.

User roles and access: As a subscriber inviting others into a subscription, you should understand the permissions you’re granting to invited users. If you’d like to read more about user roles and levels of access, please review the manual.

Changes to Software and Services: We reserve the right to enhance, upgrade, improve, or modify features of our software and services as we deem appropriate and in our discretion. We will not materially reduce the core functionality or discontinue any Services unless we provide you with prior written notice. We may offer additional functionality to our standard software and services or premium feature improvements for an additional cost.

Confidentiality: You acknowledge that the Software contains valuable trade secrets and confidential information of HIT and its licensors. You agree to hold and maintain the Software in confidence, and not to furnish any other person with a copy of the Software. You agree to use a reasonable degree of care to protect the confidentiality of the Software. You further agree not to disclose the contents of the Software to any third person. You will not remove or alter any proprietary notices of HIT and/or its licensors that are on or in the Software. Your obligations under this paragraph continue even after this Agreement has been terminated. Without limiting the generality of the foregoing, You further agree not to publish or otherwise publicly distribute the results of any benchmark tests run or related to the Software however obtained including any that are made available to You by HIT, its licensors, distributors, or resellers.

Technical Protections: The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof, including any violations of this Agreement. Licensor reserves the right to monitor use of the Software at any time. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. If the Software permits access to Special Features, only one copy of the Software may access those Special Features at one time. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, on thirty days’ notice, or immediately for any reason beyond the Company’s reasonable control or if you breach any term of an agreement or policy governing the Software, including this Agreement, Licensor's Privacy Policy and/or Licensor's Terms of Service.

Internet Connection: The Software requires an Internet connection to access internet-based features, authenticate the Software, or perform other functions.

User Accounts: In order to use the Software or a software feature, or for certain features of the Software to operate properly, you may be required to have and maintain a valid and active user account with an online service ("Third-Party Account"), or an account with Licensor or a Licensor affiliate, as set forth in the Software documentation. If you do not maintain such accounts, then certain features of the Software may not operate or may cease to function properly, either in whole or in part. The Software may also require you to create a Software-specific user account with Licensor or a Licensor affiliate ("User Account") in order to access the Software and its functionality and features. Your User Account log-in may be associated with a Third-Party Account. You are responsible for all use and the security of your User Accounts and any Third-Party Accounts that you use to access and use the Software.

INFORMATION COLLECTION & USAGE

By installing and using the Software, you consent to the information collection and usage terms set forth in this section and Licensor's Privacy Policy, including (where applicable) (i) the transfer of any personal information and other information to Licensor, its affiliates, vendors, and business partners, and to certain other third parties, such as governmental authorities, in Australia and other countries or your home country, including countries that may have lower standards of privacy protection; (ii) the public display of your data; and (iii) other uses and disclosures of your personal information or other information as specified in the above-referenced Privacy Policy, as amended from time to time. If you do not want your information used or shared in this manner, then you should not use the Software.

For the purposes of all data privacy issues, including the collection, use, disclosure, and transfer of your personal information and other information, the Privacy Policy located at www.heritageit.com.au/privacy, as amended from time to time, takes precedence over any other statement in this Agreement.

MAINTENANCE, DOWNTIME, AND DATA LOSS

We really try to minimise any downtime, but sometimes it’s necessary so we can keep our services updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important.

Availability: We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it.

Access issues: You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.

No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you log in).

LIABILITY AND INDEMNITY

You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we’re at fault).

Disclaimer of warranties: Our services and all third-party products are made available to you on an “as is” basis. Subject to the consumer law terms discussed below, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.

Limitation of liability: Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

• We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.
• For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.
• Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

YOUR RESPONSIBILITY TO LICENSOR

To the fullest extent of applicable law, you agree to be responsible and liable to Licensor, its partners, licensors, affiliates, contractors, officers, directors, employees, and agents in respect of all damages, losses, and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.

ORDERS, FEES AND PAYMENT

Orders: You may order software and services using our then-current web ordering processes (“Order”). All Orders are effective on the date you submit your Order. Acceptance of your Order may be subject to our verification and credit approval process. Each Order shall be treated as a separate and independent Order.

Fees and Payment: You agree to pay all applicable, undisputed fees for the software and services on the terms set forth on the invoice. Except as set forth below, any and all payments you make to us for access to the software and services are final and non-refundable. You are responsible for all fees and charges imposed by your point of sale software, accounting software, and data transmission providers related to your access and use of the software and services. You are responsible for providing accurate and current billing, contact and payment information to us or any reseller. You agree that we may take steps to verify whether your payment method is valid, charge your payment card or bill you for all amounts due for your use of the software and services, and automatically update your payment card information using software designed to do so in the event your payment card on file is no longer valid. You agree that your credit card information and related personal data may be provided to third parties for payment processing and fraud prevention purposes. We may suspend or terminate your software and services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We will not agree to submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals. We reserve the right to update the price for software and services at any time after your Initial Term, and price changes will be effective as of your next billing cycle. We will notify you of any price changes by publishing on our website, emailing, quoting or invoicing you.

Sales, Promotional Offers, Coupons and Pricing: Sales, promotions and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales and special promotional offers in our sole discretion.

Disputes; Delinquent Accounts: You must notify us of any fee dispute within 15 days of the invoice date, and once resolved, you agree to pay those fees within 15 days. We may, on notice to you, suspend or terminate your software and services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting delinquent amounts.

Taxes and Withholding: You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Services Fund (USF) fees or any other similar fees as may be applicable in the location in which the software and services are being used and similar taxes or fees (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services, except those Taxes and Fees based on our net income, or Taxes and Fees for which you have provided an exemption certificate. Additionally, if you do not satisfy your Tax and Fees obligations, you agree that you will be required to reimburse us for any Taxes and Fees paid on your behalf, and we may take steps to collect Taxes and Fees we have paid on your behalf. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.

TERM AND TERMINATION

Term: The initial term commitment for your purchase of the software and services will be as specified on an Order (“Initial Term”) and begins on the Effective Date. After the Initial Term, the Services will, unless otherwise specified, automatically renew for additional monthly periods (or 12-monthly period if selected) (“Renewal Terms”), unless either party provides notice of non-renewal at least 30 days before the current term expires. You may provide notice of non-renewal for each software and service you do not wish to renew at http://www.heritageit.com.au/contact-form.php We may agree to align the invoicing under multiple Orders, but this will not reduce the term of any Order. Terminating specific a software and services does not affect the term of any other software and services still in effect. If we permit you to reinstate software and services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.

Termination for Cause: Either party may terminate the Agreement (i) if the other party breaches its material obligations and fails to cure within 30 days of receipt of written notice, or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, and we may suspend access or terminate immediately if you breach License Conditions.

No refunds: No refund is due to you if you terminate your subscription or HIT terminates it in accordance with these terms.

Effect of Termination: If the Agreement or any software and services are terminated, your account may be converted to a “free” or “basic” version of the software and service, if available, at our discretion. Otherwise, you will immediately discontinue all use of the terminated software and services, except that upon request, we will provide you with limited access to the software and services for a period not to exceed 30 days, solely to enable you to retrieve your Content from the software and services. We have no obligation to maintain your Content after that period. Neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue software and services or materially reduce the core functionality in accordance with the above, the related Order will be terminated and we will provide you with a pro rata refund of any prepaid, unused fees. You agree to pay for any use of the Services past the date of expiration or termination which have not been converted to a free version of the software or service.

DISPUTES

Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team by scrolling to the bottom of our main website http://www.heritageit.com.au If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

MISCELLANEOUS

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.

Terms of Service: All access to and use of the Software is subject to this Agreement, the applicable Software documentation, Licensor's Terms of Service, and Licensor's Privacy Policy, and all terms and conditions of the Terms of Service are hereby incorporated into this Agreement by this reference. These agreements represent the complete agreement between you and Licensor relating to use of the Software and related services and products and supersede and replace any prior agreements between you and Licensor, whether written or oral. To the extent there is a conflict between this Agreement and the Terms of Service, this Agreement shall control.

No professional advice: Just to be clear, HIT isn’t a professional services firm of any sort, and isn’t in the business of giving any kind of professional advice. We may provide you with information we think might be useful in running a small business, but this should not be seen as a substitute for professional advice and we aren’t liable for your use of the information in that way.

Events outside our control: We do our best to control the controllables. We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

Notices: Any notice you send to HIT must be sent to admin@heritageit.com.au. Any notices we send to you will be sent to the email address you’ve provided us through your subscription.

Consumer laws: In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise).

Export limitations: You must not use our services in violation of any export or trade embargo laws that apply to you.

Excluded terms: The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms.

Blocking your access, disabling your subscription, or refusing to process a payment: As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can’t receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.

Relationship between the parties; assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user.

Changes to these terms: We sometimes will decide to change these terms of use. But don’t worry, changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to HIT.

Enforcement of terms: If there’s any part of these terms that either one of us is unable to enforce, we’ll ignore that part but everything else will remain enforceable.

Interpretation: Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.

Law and venue: This Agreement is entered into in the State of Queensland, Australia and shall be governed by, and construed in accordance with, the laws of the State of Queensland, exclusive of its choice of law rules. For any disputes not subject to binding individual arbitration, you and the Company agree to submit to the exclusive jurisdiction of the state and federal courts in Queensland, Australia, and to waive any jurisdictional, venue, or inconvenient forum objections to such courts (but without affecting either party’s rights to remove a case to federal court if permissible). This paragraph will be interpreted as broadly as applicable law permits. You agree that any violation by You of this Agreement, the Privacy Policy, or any other agreement with the Company, shall constitute an affirmative defence (whether characterized as arising at law or equity) against any claim you might assert against the Company relating to its software or services. You and Licensor agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement. The Company has the right to prosecute civil claims against you for any violation of its End User License Agreement, the Terms of Service, the Privacy Policy, or any other governing terms and conditions related to its software and services, whether for breach of contract, violation of common law rights, or violation of any applicable state or federal statute.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT US IN WRITING AT: HERITAGE IT PTY LTD, PO BOX 1344, MILTON QLD 4064, AUSTRALIA OR BY EMAIL TO admin@heritageit.com.au.

All other terms and conditions of the EULA apply to your use of the Software.