Dated: 2 August 2019

Introduction

1. Skyfii Group Pty Ltd (ACN 165 152 241) and its affiliates (“Skyfii”, “us” or “we”) are providers of software-as-a-service tools to our customers.
2. These Skyfii Customer Licence Terms (“Terms”) govern your access to and use of the Skyfii services, websites and software applications (together, the “Services”) provided to you by an authorised distributor, reseller or other business associate (“Provider”). 
3. However, you acknowledge that the Services are ultimately performed by Skyfii and not our Providers. The Services will be performed by us in accordance with these Terms, our standard operating procedures and service levels.
4. By registering for and using the Services you are agreeing to both these Terms and our Privacy Policy on behalf of you and your organisation in connection with an agreement between you and a Provider.  If you do not agree or you are not authorised to agree on behalf of your organisation, you must not access or use the Services.
5. We may change these Terms at any time and will take reasonable steps to bring any material changes to your attention. As you will be bound by any amendment to these Terms, you should from time to time review these Terms, available at https://skyfii.io/customer-terms. By continuing to use the Service after any amendment to these Terms, you will be deemed to have accepted the amended Terms.

Use of the Services

1. You may access and use the Services in accordance with these Terms and your agreement between you and the Provider. The Skyfii IO Service Level Agreement does not apply to your use of the Services. You must comply with all laws, rules and regulations applicable to your use of the Services.
2. The Provider may provide you with certain usernames, passwords and other security-related information which will allow you to use the Services via one or more accounts. You are responsible for all activities that occur under these accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and Skyfii is not responsible for unauthorised access to these accounts.

Your Responsibilities

1. You are solely responsible for the development, content, operation, maintenance and use of all information, data or other material (including any personal information or usage data) made available to Skyfii by you or on your behalf in connection with your use of the Services (“Your Information”), including that you are responsible for:
   1. Your Information complying with all applicable laws and policies;
   2. any claims relating to Your Information; and
   3. obtaining all necessary consents to allow us to collect, process and use any personal information transferred to us by you or any individual or entity that directly or indirectly through another user either accesses or uses Your Information or otherwise accesses or uses the Services through you (“End User”).
2. You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Information.
3. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to these Terms, Your Information or use of the Services. You are responsible for End Users’ use of Your Information and the Services. You must ensure that all End Users comply with your obligations under these Terms and that the terms of your agreement with each End User are consistent with these Terms. If you become aware of any violation of your obligations under these Terms by an End User, you will immediately terminate such End User’s access to Your Information and the Services.

Intellectual Property

1. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Information; and (b) none of Your Information or End Users’ use of Your Information or the Services will violate any applicable laws or policies.
2. All intellectual property rights (including copyright, database rights and trade mark rights) subsisting in, relating to or arising out the Services are owned by and vest in Skyfii (or its licensors). You are licensed to use the Services solely as a sublicensee of the Partner in accordance with these Terms and the agreement between you and the Partner. Except as provided in this clause 4.3, you acknowledge and agree that these Terms do not transfer any right, title or interest in Skyfii’s (or its licensors’) intellectual property rights to you. You must not use the Skyfii trade mark without our prior written permission.
3. Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by these Terms and the agreement between you and the Partner. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, or (c) resell or sublicense the Services. All licenses granted to you in these Terms are conditional on your continued compliance with these Terms, and will immediately and automatically terminate if you do not comply with any term or condition of these Terms. You will not assert, nor will you authorise, assist, or encourage any third party to assert, against us or any of our customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used.

Linked Sites

1. We (or our Providers) may provide links to third parties’ websites (whether on the Service or as part of advertising or promotional materials), or may divert your wireless device to third party websites from time to time (“Linked Sites“). Unless otherwise noted on the Linked Site, Linked Sites are not reviewed, controlled or examined by us in any way.  The provision of links to the Linked Sites does not mean that Skyfii or its directors, officers, employees or agents endorse or recommend, or have any association with, the Linked Sites or any third-party goods and services offered by such Linked Sites.
2. You acknowledge and agree that we are not responsible for the content, availability, advertising, products or other materials of any Linked Sites, or any additional links contained on Linked Sites, or the conduct of any person associated with a Linked Site.
3. Linked Sites may be subject to their own terms and conditions of use and privacy regimes. You acknowledge that it is your sole responsibility to review and comply with those terms and conditions, and we have no responsibility for your actions when using a Linked Site.

Confidentiality and Privacy

1. You acknowledge and agree that, as between you and Skyfii, all Information is the confidential information of Skyfii, and you must keep such Information confidential and not disclose such Information to any third party.
2. Skyfii collects, holds, uses and discloses personal information in accordance with the Skyfii Privacy Policy, the Skyfii Terms of Use and all applicable laws.
3. To the extent any Information contains personal information for the purposes of the Privacy Act 1988 (Cth), you must comply with the Skyfii Privacy Policy and all applicable laws in respect of such personal information.

No Reliance

1. You acknowledge that all information, data or other material (including any personal information or usage data) made available to you by or on behalf of Skyfii in connection with your use of the Services (“Information”) is collected by Skyfii using automatic means in the course of operating facilities which are owned or used by Skyfii, or by our Providers or other third party sources. We do not warrant the accuracy, completeness of reliability of such Information.
2. You acknowledge that you use any output of the Services at your own risk, and you cannot rely upon the accuracy, completeness or reliability of any output of the Services.

Suspension and availability

1. While we will take reasonable steps to facilitate the availability and security of the Services, you accept that the Services are provided on an “as is” and on an “as available” basis, without warranty or condition of any kind either express or implied, except as expressly stated in these Terms. We or any Provider may at any time immediately suspend or withdraw access to the Services without notice and without giving reasons.
2. We do not represent that the Services (or any software underpinning the Services) will be error, defect, “bug” or “virus” free, and you should take ordinary and prudent steps to ensure your own online security and safety.

Liability

1. You acknowledge that the internet is an inherently insecure communication medium, and you use the Services at your own risk. You agree that we have no responsibility for any use, misuse, loss, corruption, interception or delay of information or data uploaded, downloaded or otherwise communicated via the Services (including Your Information).  You further acknowledge that you are responsible for keeping all usernames, passwords and other security-related information secure and private at all times.
2. Without limiting any other provision of these Terms, we will not in any way be liable to you or any End User for any kind of loss or damage incurred as a result of your or your End User’s use of the Services including any viruses or other malicious software that may affect your or your End User’s system or any devices while using the Services.
3. You acknowledge and agree that, to the extent that the Services are provided to you by a Provider, we are not responsible for the provision of the Services by the Provider, and you must resolve any interruption, delay or failure caused by any part of the Services owned or operated by a Provider directly with the Provider. We have no obligation to assist you in resolving such interruption, delay or failure nor do we represent that we will be able to facilitate the provision of the Services to you in a timely manner or at all.
4. Without limiting any other provision of these Terms, we make no warranties or representations as to the accessibility, security, stability or reliability of the Services and we explicitly disclaim any liability or responsibility for any faults, failures or interruptions or the accuracy, timeliness, completeness, security or reliability of any communications (including, any transactions) made using the Services.
5. Other than the express terms of these Terms and warranties, conditions, rights or guarantees implied by relevant legislation, including the Competition and Consumer Act 2010 (Cth), the exclusion of which from an agreement would contravene a statute or cause part or all of these Terms to be void (“Non-excludable Rights“), you agree that we exclude all liability arising from any implied or express representations, terms, conditions or warranties that would otherwise apply to your use of the Services.
6. Except for liability in relation to breach of any Non-excludable Rights and liability referred to above our maximum aggregate liability to you in contract, including for one or more breaches of any express term or terms of these Terms, tort (including negligence), statute or otherwise, is limited to one hundred Australian dollars ($100).
7. To the maximum extent permitted by law, our liability for breach of any Non-excludable Rights is limited to Skyfii doing either or both of the following (at its election):
   1. supplying the service again; or
   2. paying the cost of having the service supplied again.
8. To the maximum extent permitted by law, under no circumstances will we be responsible to you or any third party whether in contract, tort (including negligence), in equity or under statute for any special, indirect, consequential, incidental or punitive damages, including damages for loss of opportunity, profits, revenue or goodwill, regardless of whether or not such loss or damage was foreseeable and even if advised of the possibility of such loss.
9. You agree that you are responsible for your and your End Users’ use of the Services and agree to indemnify us and our related bodies corporate, directors, officers, employees and agents from and against all actions, claims, suits, demands, damages, liabilities, costs or expenses, including reasonable legal fees, arising out of, or in any way connected to your and/or your End Users’ use of the Services or information or content available by means of the Services, or the use of the Services by anyone using your device.

General

1. If any provision in these Terms is void or unenforceable, that provision will be read down to the extent necessary to make it valid and enforceable and, to the extent that it cannot be so read down, will be severed from these Terms.
2. If there is a contradiction or inconsistency between these Terms and any other notices, policies, communications or documents relating to the Services, these Terms will prevail to the extent of that contradiction or inconsistency, unless we expressly agree otherwise in writing.
3. In these Terms, the words ”such as”, ”including”, ”particularly”, “by way of example” and similar expressions are not used as, nor are intended to be, interpreted as words of limitation.
4. Your rights and obligations under these Terms are personal to you and you must not assign, transfer, sub-contract or otherwise dispose of any or all of your rights and/or obligations under these Terms.  We may assign, transfer, sub-contract, novate or otherwise dispose of any or all of our rights and/or obligations under these Terms without notice to you.
5. Regardless of the jurisdiction in which you are based on in which we have facilitated for you to receive the Services, these Terms are governed by the laws in force in New South Wales, Australia and the parties agree to be bound by the non-exclusive jurisdiction of the Courts of New South Wales, Australia.