This agreement relates to all versions of the Easy To Use products known as “Gearbox” which may include software
and related documentation and information as well as any upgrades, improvements or patches provided to you by
Easy To Use in relation to the relevant product (Product).
By using the Product you agree to accept and abide by the terms and conditions set out in this agreement as well as any intellectual property laws that apply to the Product or its use by you. You further agree to take all necessary steps to ensure that the terms and conditions of this agreement are not breached by any of your employees, consultants, agents, officers or contractors who use or have access to the Product.
Grant of Licence
Easy To Use grants to you a personal, limited, non-exclusive, non-transferable, non-assignable licence to use the Product on the terms and conditions set out in this agreement.
You must not modify, copy, distribute, adapt, transfer or sell the Product without the prior written approval of Easy To Use. You must not reverse engineer, rent, sub-licence, lease, loan, modify, decompile, disassemble, attempt to discover the source code of, or create derivative works based on, the Product, nor permit anyone else to do so.
Ownership of Product
Easy To Use owns all rights and protections (including any intellectual property rights) in the Product that may exist from time to time in Australia (or any other jurisdiction) under any applicable law regardless of whether or not such rights or protections are registered or perfected (Intellectual Property Rights). All Intellectual Property Rights in the Product as well as any improvements made to the Product or the Intellectual Property Rights remain vested in Easy To Use at all times (whether any improvements are made by you or otherwise) and you are not entitled to those rights at any time.
You agree to indemnify Easy To Use from and against:
any claims made with respect to the Product to the extent that any such claim or loss arise or is caused by you negligent act of omissions;
any costs or losses suffered by Easy To Use as a result of your failure to use the Product in accordance with the instructions and directions provided by Easy To Use from time to time; and/or
any costs or losses suffered by Easy To Use as a result of your breach of these terms and conditions.
This agreement is governed by the laws of New South Wales, Australia, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of that jurisdiction.
No claim for suspended service
If Easy To Use suspends the use of the Product by you because you have not paid the fees you agreed to pay Easy To Use, or because you have breached any other term of this agreement, you cannot make any claim (of any nature whatsoever) against Easy To Use for any loss or damage you incur or suffer as a result of that suspension.
Warranties & Disclaimer
To the fullest extent permitted by law, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance, merchantability or fitness for a particular purpose. Easy To Use does not warrant that the Product will be error-free, complete, correct or completely secure.
By agreeing to the terms and conditions set out in this agreement you acknowledge that the performance of the Product relies upon the correct entry of data by you and Easy To Use is not liable to you for any loss or damage suffered by you as a result of the incorrect entry of, or the failure to enter any, data required to allow the Product to operate. Any samples or templates provided are intended as a guideline only. It is your responsibility to confirm and correct any content provided by Easy To Use.
Easy To Use will not be liable to you or any third party for any special, incidental, indirect or consequential damages of any kind, or for loss of use, data or profits or other categories of economic loss, whether or not Easy To Use had been advised of the possibility of such damages, and whether arising in contract, tort or otherwise, arising out of or in connection with the use of the Product.
The liability of Easy To Use under this agreement or with respect to the Product, which cannot be lawfully excluded, is limited, at the option of Easy To Use, to the re-supply of the Product or the payment of the cost of having the Product re-supplied reduced to the extent that such liability is caused by your negligent acts and/or omissions and/or a breach by you of the terms of this agreement. Without limiting the above, the aggregate liability of Easy To Use for all claims arising out of, or otherwise in connection with, this agreement is limited to the Subscription Fees paid by you in the one (1) month preceding the relevant claim.
The term of this agreement will commence on the date you accept these terms and conditions and end 1 month after that date (Initial Term). Unless you advise Easy To Use in writing at least 14 days before the end of the Initial Term that you do not want to continue to use the Product, the term of this agreement will continue to apply on a month to month basis until you advise Easy To Use in writing that you no longer wish to use the Product.
Fees and charges - Basis of fees
Before Easy To Use allowed you to use the Product, you acknowledge that Easy To Use provided you with details of the fees you need to pay to continue with that use and that those fees need to be paid by you in order to allow you to continue to use the Product. As at the date of this agreement, the monthly subscription fee for the use of the Product starts at $250.00 per month for the base system (exclusive of GST) (Subscription Fee) however this fee is subject to change as outlined below.
Easy To Use prefers that the Subscription Fees and all other fees be paid by credit card or a debit card. It is your responsibility to ensure that there are current details for a valid, working credit card or debit card with sufficient funds to pay for all fees charged to that card.
If the Subscription Fee is paid by credit card or debit card, then the Subscription Fee must be paid on the 15th day of each month in arrears and which will be adjusted on a pro-rata basis on the first and last month of the term of this agreement.
If you wish to pay the Subscription Fee by cash or any other means other than by way of credit card or debit card, then you will be required to pay the Subscription Fee quarterly in advance.
An initial payment is required for the setup/other costs to commence your subscription. The first monthly payment will be debited in the month that the Product is available for your use.
Change in Subscription Fees
Unfortunately, it is necessary to review the Subscription Fees and to increase them from time to time (Typically CPI). If Easy To Use needs to increase their fees for any reason, Easy To Use will provide you with notice of the change in the Subscription Fees. Easy To Use understands that an increase in the Subscription Fees impacts on your operation and because of this it will not ask you to pay any increased amount until 14 days after Easy To Use advise you of the proposed increase. After that period the new fees will apply to your use of the Product.
Failure to pay
If you do not pay any fees Easy To Use asks you to pay to use the Product by the due date, Easy To Use may:
suspend your right to use the Product by switching the Product to read only mode; and/or
terminate this agreement.
If You do not pay any amount due under this agreement by the due date, then if demanded by Easy To Use, you must pay a late payment fee and any other any fees, costs, expenses or charges incurred by Easy To Use as a result of that non-payment (including legal costs).
Easy To Use can terminate this agreement immediately if you:
do not pay any money owed by the due date;
if you breach any other term of this agreement and do not remedy that breach to the satisfaction of Easy To Use within 7 days of being requested to do so; or
become subject to bankruptcy, administration, liquidation, receivership or any other form of insolvency event.
Upon the termination of this agreement, all amounts payable to Easy To Use for the remainder of the Initial Term (if applicable) and any other fees and charges payable to Easy To Use under this agreement will become immediately due and payable. Upon such termination, you will no longer be entitled to use the Product under any circumstances without the prior approval of Easy To Use.
Easy To Use will not be liable for delays or any failure provide the Product or to perform the services under this agreement due to any circumstance beyond the control of Easy To Use, including acts of God, attacks by third parties, strikes, lockouts, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, electrical surge, issues arising due to malicious code or failure from internet service providers or third party providers.
Easy To Use may assign, sub-contract, transfer or otherwise dispose its rights and obligations under this agreement by notice in writing to you. You must not assign or transfer any of your rights and/or obligations under this agreement without the prior written approval of Easy To Use.
Any notices under these terms and conditions may be served on you via email, fax or post. If any term of this agreement is illegal or otherwise unenforceable, it will be deemed to be severed from this agreement, and all other terms of this agreement will remain in full force and effect.
Easy To Use, at all times, will respect your privacy with respect your use of the Product. However, you agree that Easy To Use can do the following things in relation to your use of Gearbox without informing you that it is doing so on each occasion:
1. Store your contact information with the records of Easy To Use.
2. Access the data you enter into the Product for the purpose of maintaining, improving or providing assistance with the Product.
3. Publish publicly available summary information which does not identify you or the data you have submitted into the Product.
If Easy To Use receives any form of order from any governmental or regulatory authority or Court to provide the information you have stored on the Product, then it will do so at your cost. You agree to pay Easy To Use for all fees and charges in connection with providing that information to the relevant authority or Court. Otherwise, Easy To Use will only release the data you have submitted into the Product with your written authority.