1.1 Definitions

For the purposes of this Agreement, capitalised words and phrases shall have the meaning given to them in this Clause 1.

Agreement means the entire agreement between You and Service Provider which comprises of this Developer Agreement and all Incorporated Terms.

Applicant means a person who applies to be registered as a User or a Vendor User of the Services.

Authorised Person includes any person who is or has been, at any point during the Term of this Agreement, a director, officer, employee, agent, contractor, sub-contractor, party to a joint venture, partner, auditor, consultant, professional adviser (including legal and financial advisors) of You, or any of Your Related Body Corporates, who has a genuine need to know and has been given Your permission to know the Confidential Information.

Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia.

Certification occurs when the Service Provider, in its absolute discretion, certifies Your Offerings as operational and grants You revocable permission (that Service Provider may revoke at any time in its absolute discretion) for Your Offerings to assist in the processing, managing, assessing and fulfilling of agreed InstantClaims Types through the Services subject to the terms of this Agreement.

Commencement Date means the date on which You agree to be bound by the terms of this Agreement.

Confidential Information means all information disclosed by, or on behalf of, Service Provider, to You, prior to, on or after the Commencement Date of this Agreement, for or in relation to the Purpose, regardless of form or media, whether disclosed orally or visually, whether disclosed alone or incorporating other information and whether or not of a business, commercial, financial, technical, computing, marketing, consulting or other nature and includes, without limitation:

• (a) all Licensed Material which is proprietary to Service Provider;
• (b)Content especially that which constitutes Personal Information or Sensitive Information under the Privacy Act;
• (c)information identified by, or on behalf of, Service Provider as Confidential;
• (d)information that is by its nature Confidential;
• (e)information that You know, ought to know or ought to have known is Confidential;
• (f)information relating to processes, tools and material containing Intellectual Property Rights including any invention, source code, specification, software, service offering, product, object code, schematic, drawing, diagram, flowchart, pattern, model, design, plan, artwork, work of authorship, algorithm, user manual, technology, tool, analysis, process data, record, documentation, data, sample, note and computer output (in whatever stage of development) or any other matter or thing;
• (g)information relating to any trademark, patent, or copyright that is either existing or pending following application;
• (h)business information including any business plan, marketing and market analysis, research, development, discovery, idea, concept (tangible and intangible), methodology, technique, material, ‘know-how’, record, trade secret, contract, schedule, operation, procedure, strategy, selling plan, budget, unpublished financial statement, financial information, arrangement, pricing, cost, supplier, customer and any other related document or related business information of Service Provider;
• (i)information relating to the existence of any business discussion, negotiation, proposal (and whether a party is giving or has given consideration to a proposal) or Agreement or Deed including the existence of this Agreement;
• (j)information relating to any method of production, use, operation or application of any Confidential Information; and
• (j)any note, record, copy, derivation, interpretation, analysis, modification, summary or application made by, or on behalf of You, of, about or from any Confidential Information;

but excludes information that You can establish to Service Provider's satisfaction is:

• (l)or becomes publicly available, except by a breach of confidentiality (including a breach of this Agreement);
• (m)lawfully known by You prior to You receiving it from the Discloser;
• (n)required to be disclosed by order of a court, other authority or legal process;
• (o)independently developed by You without reference to, or use of, information which falls within one of the categories included in the definition of Confidential Information outlined above; and
• (p)used or released with the prior written consent of Service Provider.

Content means information and data stored or transmitted on or through the Services via Your Offerings including Mock InstantClaims, InstantClaims, InstantClaim Profile Information, any other data, information, code and documentation made available to You through the Licensed Material or by any other means authorised by, or on behalf of, Service Provider and any copies and derivative works thereof.

Corporations Act means the Australian Corporations Act 2001 (Cth).

Discloser means Service Provider or another person on behalf of Service Provider who has obtained the Service Provider’s prior written consent to disclose, on the Service Provider’s behalf, certain Confidential Information to a particular recipient.

End User means Users of Your Offerings, who are bound to enforceable terms with You.

Entity is given its meaning by the Corporations Act.

Export means attempting to or actually (or both), or encouraging, directing, allowing or enabling others to attempt to or actually transfer information including Confidential Information, products or services (or part thereof) to a place outside of Your Location by any means, for any amount of consideration (including free of charge), for any purpose or for any length of time.

Incorporated Terms means the terms that are outlined in documentation other than this Developer Agreement which form part of the entire agreement between the Parties and which together govern Your access to and use of the Licensed Material or the Licensed Material and the Services.

InstantClaim means one of the Services that is offered by Service Provider (or on behalf of Service Provider by a person who has or persons who have obtained Service Provider’s prior written consent) that assists in the processing, managing, assessing and fulfilling of InstantClaims.

InstantClaim API means the InstantClaim Application Programming Interface/s.

InstantClaim Profile Information means information submitted to the Services that identifies You, Your Offerings, a Vendor User or a User.

InstantClaim Service means the types of services offered by or via the Services including the processing, managing, assessing and fulfilling of quotations, claims and new policies.

InstantClaim Type means the category associated to each InstantClaims.

InstantClaims means all live claims that are connected to an InstantClaim Service and to an InstantClaim Type that can be or are processed, managed, assessed and fulfilled through the Services.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and logos, domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world.

Internal Use means the use of the SDK for the purposes of fulfilling the Purpose of this Agreement and for Your internal business purposes in accordance with the terms of this Agreement.

Law means any applicable authoritative rule including any governing legislation, regulation, order or notice of a court or tribunal, or any rule of a governing authority or regulatory body including, but not limited to, an ombudsman and a stock exchange.

Licence means a limited, non-exclusive, non-transferable, non-sub-licensable, royalty free and revocable licence which if granted or revoked, is granted or revoked at the absolute discretion of the Service Provider.

Licensed Material is a collective term for the SDK, InstantClaim API, Content and Confidential Information as well as amendments and modifications to the foregoing and derivative works of the foregoing (regardless of who actioned the amendments or modifications or who created the derivative works).

Marks means Service Provider’s name, the names of its products or Services (including InstantClaim), the Service Provider’s logos, trademarks, branding and other material relating to either, it as an Entity, or its products or Services, that Service Provider makes available to You either directly or indirectly including via the WebAdmin Portal.

Mock InstantClaims means test InstantClaims prepared for the purposes of testing Your Offerings or for the purposes of the Service Provider verifying whether the information that Your Offerings submit to InstantClaim via the InstantClaim API is in accordance with the integration specifications found in the SDK (or both).

Offerings means websites, applications, platforms and other offerings of third parties that process, submit or display Content, or otherwise use any Licensed Material.

Onboarding Process means the process that You must go through in order to potentially receive Certification of Your Offerings and for Your Offerings to be eligible to assist in the processing, managing, assessing and fulfilling of InstantClaim Types.

Parties means You and Service Provider.

Privacy Act means the Australian Privacy Act 1988 (Cth).

Privacy Policy means the Privacy Policy found at [INSERT URL]

Purpose means for You to commence the Onboarding Process and be granted a Licence by the Service Provider (as defined by the definition of Licence in this Clause 1, further defined by Clause 6 and restricted by Clause 7 of this Agreement) to:

• (a)access and use the Licensed Material to develop and test Your Offerings in an effort to receive Certification of Your Offerings from the Service Provider such that Your Offerings may be eligible to assist in the processing, managing, assessing and fulfilling of approved InstantClaim Types through the Services; and
• (b)if You receive Certification of Your Offerings from the Service Provider, implement, manage and maintain Your Offerings such that Your Offerings can assist in the processing, managing, assessing and fulfilling of approved InstantClaim Types through the Services.

Records include all records (including all copies) regardless of form or media (including hardcopy and electronic form) and whether the record is visible, that contains, reflects, incorporates or is based on any Confidential Information.

Related Bodies Corporate has the meaning given to it by the Corporations Act.

Representative means a person who is duly authorised by a Vendor to accept this Agreement (including all Incorporated Terms) on behalf of that Vendor when going through the Onboarding Process on behalf of that Vendor.

SDK means the Software Development Kit which includes the InstantClaim API and other material including documentation, data, and code provided by, or on behalf of the Service Provider, as updated from time to time including without limitation through the WebAdmin Portal.

Service Provider, “We”, “Us”, “Our” mean JPro Group Pty Ltd INSERT ABN unless specifically stated otherwise.

Services means the products and services (including InstantClaim) that are owned or offered by Service Provider (or offered on behalf of Service Provider by a person who has or persons who have obtained Service Provider’s prior written consent).

Term means the period commencing on the Commencement Date and ending on the Termination Date.

Termination Date means the date on which this Agreement is terminated by You or Us.

Terms of Use means the Terms of Use found at [INSERT URL]

Update means any modification, change or update to or any replacement of any part of the Licensed Material or the Services performed by, or on behalf of, the Service Provider.

User means a person who has successfully registered as a user of the Services.

Vendor, “You” or “Your” mean the Entity that is in the business of offering software systems or services to End Users that commences the Onboarding Process and has been granted permission by the Service Provider to access the WebAdmin Portal.

Vendor User means a person who has successfully registered as a Vendor User of the Services. For the purposes of this Agreement, Vendor Users include Representatives.

WebAdmin Portal means InstantClaim’s Web Application Administration Portal.

Your Location means Australia or another country approved by the Service Provider.

Your Offerings means Your websites, applications, platforms and other offerings that process, submit or display Content, or otherwise use any part of the Licensed Material.

• 1.2.General
  • (a)Clause, paragraph and sub-paragraph headings shall not affect the interpretation of this Agreement.
  • (b)Schedules to this Agreement form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes its Schedule (if any).
  • (c)A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's successors and permitted assigns.
  • (d)A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • (e)A reference to a holding company or a subsidiary means a holding company or a subsidiary respectively (as the case may be), as defined by the Corporations Act.
  • (f)Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other gender.
  • (g)A reference to any party shall include that party's successors and permitted assigns.
  • (h)A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
  • (i)A reference to writing or written includes hardcopy and electronic records.
  • (j)Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • (k)Where there is a conflict between the terms of this Agreement, and a Schedule to this Agreement, the relevant Schedule shall prevail (in relation to relevant circumstance only) and only to the extent of the inconsistency.

• 2.1.This Agreement shall commence on the Commencement Date and shall terminate on the Termination Date.

• 3.1.You acknowledge and agree that Your access to and use of the Licensed Material or the Licensed Material and the Services is further subject to and governed by Incorporated Terms which together form the entire agreement between the Parties.
• 3.2.The following Incorporated Terms (as updated from time to time) are hereby incorporated by reference:
  • (a)Vendor User Licensing Agreement;
  • (b)Vendor User Terms of Use;
  • (c)InstantClaim Privacy Policy; and
  • (d)InstantClaim Cookie Policy.
• 3.3.You hereby acknowledge and agree to be bound by the terms of this Agreement including all Incorporated Terms which have been incorporated by reference in Clause 3.2 (above). In the event of a conflict between this Agreement and any of the Incorporated Terms, this Agreement shall prevail to the extent of the conflict.
• 3.4.None of the Incorporated Terms expand or extend the Licence to the Licensed Material granted by this Agreement.

• 4.1.You acknowledge and agree that You are responsible for Your own development, development costs and other costs in relation to the fulfilment of the Purpose regardless of why the costs that have been or will be incurred. Further, You agree that You will not seek to charge Service Provider or be reimbursed by Service Provider for any costs that You incur or are expected to incur in connection with this Agreement.

• 5.1.In order for Your Offerings to receive Certification, You will be required to complete the Onboarding Process as determined by Service Provider in its absolute discretion.
• 5.2.Once You receive Certification, Your Offerings may assist in the processing, managing, assessing and fulfilling of agreed InstantClaims Types through the Services subject to the terms of this Agreement.

• 6.1. Subject to the terms of this Agreement and if You are granted permission to access to the WebAdmin Portal, Service Provider hereby grants You, and You accept a Licence during the Term for Your Internal Use for the following purposes only:
  • (a)to access and use the Licensed Material or the Licensed Material and the Services to fulfil the Purpose of this Agreement;
  • (b)to use and make calls to the InstantClaim API to develop and test Your Offerings in connection with the Services;
  • (c)to copy a reasonable amount of and submit, process or display the Content on and through Your Offerings as permitted by this Agreement and Law;
  • (d)to modify Content only where You or Your Offerings do not change the meaning of the Content and the Content is only modified to the minimum extent necessary for display on Your Offerings; and
  • (e)to use and display Marks (subject to obtaining Service Provider’s prior written consent) only to reference and attribute the Services as the source of the Content.
• 6.2.You shall only access and use the Licensed Material or the Licensed Material and the Services:
  • (a)to fulfil the Purpose of this Agreement for which You were granted access to the Licensed Material or the Licensed Material and the Services and for no other purpose;
  • (b)in accordance with the integration specifications found in the SDK; and
  • (c)in accordance with the terms outlined in this Agreement.

• 7.1.The Licence granted by Service Provider in Clause 6 of this Agreement (above) is subject to being geographically restricted to Your Location and to You not attempting to and not actually, as well as not encouraging, directing, allowing or enabling others to attempt to or actually:
  • (a)distribute or provide access to, sell, re-sell, rent, lease, or grant sub-licences or rights in or in relation to and not assign or otherwise transfer (in whole or in part) possession of any Licensed Material or any derivative works or any part thereof (regardless of who they were created by) to any person except as expressly permitted by this Agreement;
  • (b)create derivative works from any Licensed Material unless specifically authorised by this Agreement;
  • (c)provide use of the Licensed Material or otherwise make available to any person, any token, key, secret, password or other login credentials to the Services;
  • (d)create links to the Licensed Material or replicate the Licensed Material;
  • (e)use the Services, Licensed Material or other materials referenced by this Agreement in a way that is inconsistent with this Agreement or for any unlawful, unauthorised or any other improper use or purpose/s;
  • (f)interfere with, copy, modify, corrupt, disrupt or disable any part of the Services or any features or functionality of the Licensed Material (including execution of any action which could restrict or control their respective functionality and software protection mechanisms);
  • (g)reverse engineer, decompile, disassemble or translate the Services or the Licensed Material in a way that contravenes any of the terms of this Agreement or otherwise derives any Confidential Information, source code, underlying ideas, algorithms, structure or organisation from either in or underlying any part of or all of the Services or the Licensed Material; and
  • (h)use or access the Licensed Material or any of the Services for the purposes of monitoring the availability, performance or functionality of the Services or for any other similar benchmarking purpose.
• 7.2.You acknowledge and agree that You shall:
  • (a)access and use the Licensed Material or the Licensed Material and the Services only to fulfil the Purpose of this Agreement and for no other purpose;
  • (b)use Your best efforts (which at minimum would be at least those of a reasonable person who is subject to recognised and reputable information security standards) and take all reasonable steps to protect the Licensed Material and the Services against theft and misuse, copying and unauthorised access;
  • (c)not Export any Licensed Material or any part of the Services; and
  • (d)notify Service Provider immediately if You have not complied with any subclause of this Clause 7 or any other Clause of this Agreement.
• 7.3.You agree that You will respect and comply with technical and policy implemented limitations of the Licensed Material and the Services and the restrictions outlined in this Agreement. Further, You agree that You will not attempt or achieve, or encourage, direct, allow or enable others to attempt or achieve, exceeding or circumventing limitations (if any) on access, calls and use of the InstantClaim API, or otherwise use the InstantClaim API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement.
• 7.4.The Licence granted to You by Service Provider only allows You to access and use data and information where it was submitted via Your Offerings. You are not permitted to access any data or information where it was submitted via another Vendor’s Offerings.
• 7.5.Any Marks must not be incorporated into or appear to form part of Your legal Entity name or any of Your Offerings’ names. Further, You must not change or create any derivative works of any Marks or apply any Marks. You shall not remove or alter any proprietary notices or Marks from the Licensed Material.
• 7.6.You acknowledge and agree that You shall not use any Marks except where you obtain Service Provider’s prior written consent to use the relevant Marks for a specific purpose or for a specific period of time (or both).
• 7.7.Service Provider may monitor Your use of the Services to improve the Services and to ensure Your compliance with this Agreement.
• 7.8.You acknowledge and understand that third parties may be part of the claiming process and that such third parties may have their own licences or terms which may or may not be readily available or available at all, but to which You may be subject should You choose and be eligible to process InstantClaims through the Services. It is Your responsibility to determine which other licences or terms You or Your Offerings (or both) are subject to and to comply with such licences or terms whilst assisting to process, assess, manage and fulfil approved InstantClaim Types through the Services.
• 7.9.You acknowledge and agree that You shall not:
  • (a)access or use the Services for any purpose that is prohibited by this Agreement or that is unlawful (or both);
  • (b)access or use the Licensed Material or the Services in any way that could damage, disable, overburden, or impair the Licensed Material, the Services or any other third party service that is attempting to or is actually connected to the Services, or interfere with any other User’s access to, use or enjoyment of the Licensed Material or the Services;
  • (c)gain or attempt to gain unauthorised access to the Services, other User’s accounts or any of Service Provider’s computer systems or networks, through any means including hacking and password mining; and
  • (d)obtain or attempt to obtain any materials or information through any means not intentionally made available to You by or on behalf of Service Provider (by a person who has or persons who have obtained Service Provider’s prior written consent) either directly or via the Licensed Material or the Services.
• 7.10.You acknowledge and agree that you will ensure that any person associated with You, including Your Vendor Users, who are performing obligations or work in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those terms imposed on You by this Agreement. You are responsible for the observance, performance and compliance by such persons of the terms in this Agreement.
• 7.11.You acknowledge and agree that you will ensure that each Vendor User will create, maintain and not share their unique username and password to access and use the Licensed Material or the Licensed Material and the Services.

• 8.1.You acknowledge and agree that where an Update is made or released (whether or not the Update is implemented by You), Service Provider will have no liability to You or any other person. Service Provider may choose, in its absolute discretion to notify You (either directly or indirectly) of an Update before implementing that Update.
• 8.2.You are required to implement and use the current version of the Licensed Material at all times and You are required to make any changes to Your Offerings that are recommended or required as a result of an Update as and when Updates become available, at Your sole cost and expense. You agree to not seek to be reimbursed by Service Provider or any other person for Your costs or expenses.
• 8.3. You acknowledge and agree that Updates may adversely affect:
  • (a)Your Offering’s access to or communication with the InstantClaim API or the Services (or both); and/or
  • (b)Your Offerings’ ability to process, submit or display Content.
• 8.4.If You continue to access or use the Services or the InstantClaim API after an Update has been released, Your access to and use of the Services and the InstantClaim API will constitute Your binding acceptance of the Update.

• 9.1.You agree to keep all Confidential Information confidential before and after the date of this Agreement in accordance with all of the terms of this Agreement.
• 9.2.Confidential Information shall remain confidential until the date on which the Discloser advises You that the Discloser no longer considers the Confidential Information to be confidential, unless the Parties agree otherwise in writing.
• 9.3.Where the Parties agree to an agreement that replaces this Agreement, all Clauses of this Agreement relating to Confidential Information and any accrued rights in this respect accrued under this Agreement, survive the termination of this Agreement.
• 9.4.You acknowledge and agree that:
  • (a)Confidential Information is secret, confidential and valuable to the Discloser;
  • (b)You owe an obligation of confidence to the Discloser in respect of Confidential Information; and
  • (c)You have no right or interest in any of the Confidential Information other than the right to use it as described in Clause 9.5 below.
• 9.5.Disclosure and use of Confidential Information
  • (a)In consideration of the Discloser disclosing Confidential Information to You and other valuable consideration acknowledged or provided by You as You receive Confidential Information from the Discloser, You agree that You will:
    • (i)use Confidential Information, or any part of it, only to the extent necessary to exercise the rights granted to You by this Agreement and for no other purpose, unless You have first obtained the Discloser’s express written consent for You to use the relevant Confidential Information for a different purpose;
    • (ii)keep all Confidential Information in confidence and will not disclose any Confidential Information to any person except:
      • (A)subject to this Clause 9.5, disclose Confidential Information to an Authorised Person who has a genuine need to know that Confidential Information for the Purpose where:
        • 1.You make that Authorised Person aware that they owe a duty of confidentiality to You; and
        • 2.that Authorised Person is aware of Your obligations of confidentiality under this Agreement;
      • (B)with the prior express written consent of the Discloser; or
      • (C)to the extent required by Law;
    • (iii)not use Confidential Information, or any part of it, to the competitive disadvantage of Service Provider or any of its Related Bodies Corporate, parties to a Joint Venture or Business Partners;
    • (iv)not Export any Confidential Information; and
    • (v)not be released from any of Your obligations under this Agreement where a breach of confidentiality is anticipated, suspected or has been committed by an Authorised Person. Further, You acknowledge and agree that Your are responsible for any breach by an Authorised Person that is either anticipated, suspected or actually committed and You are liable for any breach of confidentiality actually committed by You or by Your Authorised Persons.
  • (b)Where You are required to disclose Confidential Information under Clause 9.5(a)(ii)(C) above, You will immediately notify the Discloser in writing of the details of the requirement and only disclose the minimum Confidential Information required to comply with the requirement.
• 9.6.Security and control of Confidential Information
  • (a)You must, at Your own cost, keep all Confidential Information confidential and secure it from theft, loss, damage and unauthorised access, use and disclosure in the same way/s that You would use to protect Your own confidential information from theft, loss, damage and unauthorised access, use and disclosure but in no case less than what is required by Law and reasonable care.
  • (b)You must establish and maintain effective security measures to protect the Confidential Information from unauthorised access, use and disclosure, including without limitation:
    • (i)restricting access to and use of the Confidential Information to a need to know basis for the Purpose;
    • (ii)restricting access to and use of the reproductions of the Confidential Information including copying that is not required for the Purpose;
    • (iii)restricting access to and use of material incorporating any Confidential Information unless it is required for the Purpose;
    • (iv)complying with any reasonable requests of the Discloser; and
    • (v)ensuring that any Authorised Person who receives Confidential Information from You complies with the terms of this Agreement as if they were You and a party to this Agreement.
  • (c)You must immediately notify the Discloser of any suspected or actual unauthorised use, disclosure or copying of Confidential Information.
  • (d)You must cooperate with the Discloser in any investigation, prosecution or remedial action initiated by, or on behalf of, the Discloser in relation to the protection of the Confidential Information.
  • (e)You must use all means available to You, including practical and legal means, to ensure that conduct of Your existing and former Authorised Persons does not result in a breach of confidentiality under this Agreement. Where a breach of confidentiality under this Agreement does occur, You must immediately stop the breach from continuing to occur and remedy the breach to the reasonable satisfaction of the Service Provider.
  • (f)You agree that any breach of confidentiality shall cause loss or damage to the business or goodwill of Service Provider (or both). You acknowledge and agree that to properly protect Confidential Information and the business and goodwill of Service Provider, the clauses outlined in this Agreement are necessary, fair and reasonable and are for the benefit of Service Provider and the Services.
• 9.7.Return or destruction of Confidential Information
  • (i)return to the Discloser all documents and materials (including Records) containing, reflecting, incorporating or based on Confidential Information (and any copies) in the possession, power or control of You and all of Your Authorised Persons (irrespective of who they were created by);
  • (ii)promptly comply with all of Discloser’s requests provided at the relevant time;
  • (iii)erase and destroy every intangible and electronic piece of Confidential Information from the computers, communications systems and devices accessed, used or controlled by You, Your Authorised Persons or third parties on Your behalf (irrespective of who it was created by); and
  • (iv)certify in writing to Service Provider that You and all of Your Authorised Persons have complied with the requirements of this Clause 9.
• (b)If You later find that Confidential Information was not returned or destroyed at the time that it should have been returned or destroyed, You must immediately follow the procedure outlined in Subclauses 9.7(a) and (b) of this Agreement.
• (c)Irrespective of satisfying Subclauses 9.7(a) & (b) of this Agreement, You are not released from any of Your obligations in relation to keeping Confidential Information confidential in accordance with this Agreement.
• 9.8.Remedies for breach of confidentiality
  • (a)You acknowledge and agree that any breach or threatened breach of confidentiality may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. In addition, You acknowledge and agree that Service Provider is entitled to relief and remedies at Law or in equity including but not limited to, injunctive relief and specific performance in the event of a breach or anticipated breach of this Agreement without having to prove any actual damage.

• 10.1.When doing anything connected with this Agreement or in relation to Confidential Information or any other information that is Personal Information or Sensitive Information (as defined by the Privacy Act), You must:
  • (a)comply with the Privacy Act and all other Law (including without limitation, privacy and data protection laws) as may be in force from time to time;
  • (b)comply with any code or policy which has been adopted by Service Provider with respect to such information as if You are bound by that code or policy;
  • (c)immediately notify Service Provider of any complaint or investigation in relation to suspected or actual breach of Law; and
  • (d)immediately notify Service Provider of suspected, threatened or actual breach of this Clause.
• 10.2.You must not do anything that, if done by the Service Provider, would be a breach of the Privacy Act.

• 11.1.YOU WARRANT THAT YOU ARE A BUSINESS AND THAT THE PURPOSES FOR WHICH YOU WOULD LIKE TO ACCESS AND USE THE LICENSED MATERIAL AND THE SERVICES IS FOR BUSINESS PURPOSES AND TO FULFIL THE PURPOSE OF THIS AGREEMENT.
• 11.2.EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO CONDITIONS, WARRANTIES OR OTHER TERMS BINDING ON SERVICE PROVIDER WITH RESPECT TO THE ACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY CONDITION, WARRANTY OR OTHER TERM IN THIS REGARD THAT MIGHT OTHERWISE BE IMPLIED OR INCORPORATED INTO THIS AGREEMENT, WHETHER EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, IS, TO THE EXTENT THAT IT IS LAWFUL TO DO SO, EXCLUDED BY THIS AGREEMENT.
• 11.3.ALL ASPECTS OF THE LICENSED MATERIAL AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITH ALL FAULTS.
• 11.4.NO INFORMATION OBTAINED BY YOU FROM SERVICE PROVIDER, OR ANOTHER PERSON ON BEHALF OF SERVICE PROVIDER, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
• 11.5.YOU ACKNOWLEDGE THAT SERVICE PROVIDER DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OF THE SERVICES ACCESSED BY YOU PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT THE USE OF SUCH LICENSED MATERIAL OR SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR SECURE.
• 11.6.YOU EXPRESSLY ACKNOWLEDGE AND AGREE, TO THE EXTENT PERMITTED BY LAW, THAT USE OF THE LICENSED MATERIAL OR THE LICENSED MATERIAL AND THE SERVICES IS AT YOUR SOLE RISK AND RESPONSIBILITY AND YOUR SOLE REMEDY AGAINST SERVICE PROVIDER FOR DISSATISFACTION WITH THE LICENSED MATERIAL OR THE SERVICES OR FOR ANY DAMAGE CAUSED THEREBY IS TO STOP USING SUCH LICENSED MATERIAL AND SERVICES. THIS LIMITATION OF RELIEF IS PART OF THE AGREEMENT BETWEEN THE PARTIES.
• 11.7.YOU MUST NOT REPRESENT TO ANY PERSON THAT A VERSION OF THE SERVICES IS SUITABLE FOR PROCESSING CLAIMS ELECTRONICALLY UNLESS AT THE TIME THAT THE REPRESENTATION IS MADE, THE VERSION OF THE SERVICES TO WHICH YOU ARE REFERRING TO, HAS GONE INTO PRODUCTION AND THIS AGREEMENT HAS NOT BEEN TERMINATED.

• 12.1.TO THE EXTENT PERMITTED BY LAW, SERVICE PROVIDER IS AND WILL NOT BE LIABLE TO YOU OR ANOTHER PERSON FOR ANY CLAIM, EXPENSE, LOSS, OR LIABILITY (INCLUDING CONSEQUENTIAL, DIRECT AND INDIRECT LOSS OR DAMAGE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR OFFERINGS OR THE CERTIFICATION OF YOUR OFFERINGS OR THE PRESENCE OF YOU, YOUR AUTHORISED PERSONS, YOUR VENDOR USERS OR END USERS AT OR NEAR SERVICE PROVIDER’S PREMISES, HOWEVER CAUSED AND WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE.
• 12.2.IN ANY CASE AND IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY TO YOU OR ANOTHER PERSON, UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS (AUD$50).
• 12.3.THE PARTIES TO THIS AGREEMENT AGREE THAT THE LIMITATIONS ON LIABILITIES OUTLINED IN THIS AGREEMENT ARE AGREED ALLOCATIONS OF RISK.
• 12.4.WITHOUT LIMITING CLAUSE 11.6, YOU ARE AND WILL BE SOLELY RESPONSIBLE FOR:
  • (A)THE TECHNICAL INSTALLATION AND OPERATION OF YOUR OFFERINGS;
  • (B)CREATING AND DISPLAYING INFORMATION AND CONTENT ON, THROUGH OR WITHIN YOUR OFFERINGS;
  • (C)ENSURING THAT YOUR OFFERINGS DO NOT VIOLATE OR INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON (INCLUDING SERVICE PROVIDER);
  • (D)ENSURING THAT YOUR OFFERINGS ARE NOT OFFENSIVE, PROFANE, OBSCENE, UNTRUE, DEFAMATORY OR OTHERWISE ILLEGAL;
  • (E)ENSURING THAT YOUR OFFERINGS DO NOT CONTAIN OR INTRODUCE MALICIOUS SOFTWARE INTO ANY PART OF THE SERVICES, THE LICENSED MATERIAL OR OTHER DATA STORED OR TRANSMITTED USING THE SERVICES;
  • (F)ENSURING THAT YOU DO NOT IMPERSONATE ANOTHER VENDOR OR SUBMIT UNTRUE OR INACCURATE DATA TO THE INSTANTCLAIM API OR THE SERVICES WHEN GOING THROUGH THE ONBOARDING PROCESS OR WHEN YOU ACCESS OR USE THE SERVICES;
  • (G)ENSURING THAT YOUR OFFERINGS ARE NOT DESIGNED OR UTILISED FOR THE PURPOSES OF SPAMMING, HACKING, DATA SCRAPING OR ANY OTHER INAPPROPRIATE OR UNETHICAL PURPOSE;
  • (H)THE ACTIONS AND OMISSIONS OF ALL OF YOUR VENDOR USERS IN CONNECTION WITH THEIR ACCESS TO AND USE OF THE LICENSED MATERIAL AND THE SERVICES AS IF THEY WERE YOUR OWN ACTS AND OMISSIONS;
  • (I)IMPLEMENTING UPDATES AS AND WHEN THEY BECOME AVAILABLE AND THE CONSEQUENCES OF IMPLEMENTING UPDATES;
  • (J)ANY ACCESS OR COMMUNICATION FAILURES BETWEEN YOUR OFFERINGS AND THE LICENSED MATERIAL OR THE SERVICES WHERE YOU DO NOT IMPLEMENT UPDATES AS AND WHEN THEY BECOME AVAILABLE;
  • (K)ANYTHING THAT YOU NEED OR ARE REQUIRED TO DO TO BE ABLE TO ACCESS OR USE THE LICENSED MATERIAL OR THE SERVICES IN CONNECTION WITH YOUR OFFERINGS; AND
  • (L)ALL COSTS AND EXPENSES ACTUALLY AND EXPECTED TO BE INCURRED BY YOU IN CONNECTION WITH THE ONBOARDING PROCESS, THE LICENSED MATERIAL, THE SERVICES AND THIS AGREEMENT.

• 13.1. You acknowledge and agree that You shall:
  • (a)defend Service Provider against any and all actions, demands, claims and suits (including product liability claims), and indemnify and hold Service Provider harmless from any and all liabilities, damages and costs (including reasonable attorney fees) to the extent that such actions, demands, claims and suits arise out of:
    • (i)Your access to or use of the Licensed Material or the Services which is inconsistent with the terms of this Agreement;
    • (ii)the performance, promotion, sale or distribution of Your Offerings;
    • (iii)any breach of obligation, representation, warranty, covenant, or other provision of this Agreement by You or any matter for which You have expressly agreed to be responsible in this Agreement; or
    • (iv)Your negligence, wrongful act or omission (including fraud).
  • (b)not enter into an agreement with another person that would impact or affect Service Provider’s rights under Clauses 11, 12 and 13 of this Agreement, constitute an admission of fault by Service Provider or bind Service Provider in any way, unless You have obtained Service Provider’s prior written consent.
• 13.2.We will promptly notify You in writing of the claims that are likely to be or are being brought against us for which we seek indemnification or defence from You.
• 13.3.Whilst we may seek indemnification or defence from You, we maintain our right to:
  • (a)use our absolute discretion with respect to choosing our own legal representation which is not subject to Your approval; and
  • (b)have full control of the defence claim.

• 14.1.You acknowledge and agree that nothing in this Agreement transfers or assigns, from Service Provider to You, any ownership of anything including all or any part of the Marks, Licensed Material, Services, Service Provider’s technology, or any Intellectual Property Rights in relation to them.
• 14.2.You are expressly prohibited from using any Marks in any way, anywhere and for any period of any time without obtaining Service Provider’s prior written consent.
• 14.3.You agree not to do anything inconsistent with our ownership of our Intellectual Property Rights, including without limitation, challenging our ownership of the Licensed Material, Services or Marks. Further, You agree not to copy or otherwise exploit the Licensed Material, Services or Marks either before, during or after the termination of this Agreement (except as expressly authorised by this Agreement or by Service Provider in writing).
• 14.4.If You acquire any Intellectual Property Rights in the Marks or any similar marks You will immediately assign such rights to Service Provider at no cost to Service Provider.

• 15.1Support:
  • (a)This Agreement does not entitle You to any support in relation to the Licensed Material or the Services unless both Parties to this Agreement agree otherwise in writing.
  • (b)You shall not represent to other persons including any of Your Vendor Users or Authorised Persons that Service Provider is available to provide support.
  • (c)You acknowledge and agree that Service Provider has no obligation to:
    • (i)provide Updates, error resolution, bug fixes or address any other issues that You raise with the quality or performance of any Licensed Material or the Services; or
    • (ii)provide technical support or other support to You.
  • (d)You agree that You are solely responsible for, and will use commercially reasonable efforts to, provide reasonable support or technical assistance (or both) to End Users.
• 15.2.Feedback:
  • (a)Where You would like to provide us with any feedback about the Licensed Material or the Services (i.e. Your feedback or End User feedback), please contact us directly via email.
  • (b)If You receive any feedback from End Users about the Services, You will promptly forward this information to us via email.
  • (c)Where you provide us with feedback, You grant to us, with no obligation of any kind to You and not subject to a licence, all rights, title and ownership (including all Intellectual Property Rights therein) which gives us the right to use, share and commercialise Your feedback by any means and for any purpose.
  • (d)Where you provide us with feedback, You grant third parties any and all rights (including patent rights) necessary for their products, technologies and services to use or interface with any specific part/s of any of our Services that incorporates Your feedback.
  • (e)Rights in connection with feedback survive the termination of this Agreement and Your access to and use of the Licensed Material or the Licensed Material and the Services.

• 16.1. Subject to Clause 16.2., You must not make any public statement, communication or circular (announcement), or issue any information, publication, document or article in relation to any of the items listed below without Service Provider’s prior written consent:
  • (a)Service Provider;
  • (b)this Agreement;
  • (c)the Purpose;
  • (d)the Services;
  • (e)the Licensed Material;
  • (f)Your contribution (or lack thereof) under this Agreement; or
  • (g)any of Service Provider’s agreements with other parties including Related Bodies Corporate and third parties.
• 16.2.You agree that you will obtain Service Provider’s prior written consent in accordance with Subclause 16.1. each time that you wish to make a public statement, communication or circular (announcement), or issue of information, publication, documentation or article in relation to any of the items listed in Subclause 16.1. including times where you would like to re-publicise something that you have previously obtained Service Provider’s consent to publicise.
• 16.3.You must refer all media enquiries about any of the items listed in Subclause 16.1, to Service Provider immediately after You receive them.
• 16.4. You must not:
  • (a)at any time before or after the date of this Agreement, intentionally make any untrue or misleading statement in relation to any of the items listed in Subclause 16.1; and
  • (b)after the termination of this Agreement, represent that this Agreement has not been terminated.

• 17.1.You must:
  • (a)comply with all Law relating to anti-bribery and anti-corruption in the jurisdiction to which the Purpose relates together with such other anti-bribery legislation as may apply to You in Your place/s of business;
  • (b)not engage in any activity, practice or conduct which would constitute an offence under any Law; and
  • (c)immediately report to Service Provider any request or demand for any undue financial or other advantage of any kind offered to or received by You in connection with the performance of this Agreement.

• 18.1.Either party may terminate this Agreement at any time without notice and effective immediately, for any reason or for no reason.
• 18.2.You may terminate this Agreement in accordance with Clause 18.1 by ceasing to access and use the Licensed Material or the Licensed Material and the Services and writing to us confirming the termination effective date.
• 18.3.Upon termination of this Agreement, all Licences granted herein immediately expire and You must complete each of the following steps in the order that they are listed below:
  • (a)immediately cease accessing and using the Licensed Material or the Licensed Material and the Services;
  • (b)return to Service Provider all Licensed Material, copies thereof and all derivative works that are in the possession, power and control of You and Your Vendor Users, Your Authorised Persons and third parties providing services to you or acting on your behalf (irrespective of who the documents were created by);
  • (c)promptly comply with all of Service Provider’s requests provided at the relevant time;
  • (d)erase and destroy every intangible and electronic piece of Licensed Material and copies thereof, all derivative works and any part of the Services (irrespective of who is was created by) from all electronic devices, hard drives, networks, and other storage media that is or was used by You, Your Vendor Users and Your Authorised Persons or is in the possession, power and control of You and any of Your Vendor Users, Your Authorised Persons and third parties providing services to you or acting on your behalf; and
  • (e)after completing the actions outlined in Subclauses 18.3(a), (b), (c) & (d)(above), certify in writing to Service Provider that You and all of Your Vendor Users, Your Authorised Persons and third parties providing services to you or acting on your behalf, have complied with the requirements of this Subclause 18.3.
• 18.4.Where this Agreement is terminated under this Clause 18, the Service Provider shall have no liability to You for terminating this Agreement.
• 18.5.Termination of this Agreement shall not affect the continuance in force or the coming into force of any provisions of this Agreement that are expressed to continue in force or come into force on or after termination of this Agreement.
• 18.6.Termination of this Agreement shall not affect any rights or remedies of the Service Provider that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
• 18.7.Termination of this Agreement shall not affect any of Your liabilities to the Service Provider that existed at or before the date of termination.

• 19.1.Service Provider shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond Service Provider’s reasonable control.

• 20.1.Any notice required to be given under this Agreement or any communication between the Parties with respect to any of the provisions of this Agreement shall be in writing in English and be deemed duly given if:
  • (a)signed by or on behalf of the relevant party to this Agreement; or
  • (b)left at or sent by first class post or by facsimile transmission or e-mail to the address of the party receiving such notice.
• 20.2.Any notice shall be deemed to have been given to and received by the addressee:
  • (a)at the time that the notice is left at the address of the addressee or handed to a representative of the addressee;
  • (b)two Business Days following the date of posting;
  • (c)the next Business Day if sent via a facsimile transmission; or
  • (d)if sent by e-mail, on the same Business Day in the case of e-mails sent during business hours in Victoria, Australia or either the same or the next Business Day in respect of e-mails sent outside of business hours in Victoria, Australia and provided that if any e-mail produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient or an “out of office” reply, such e-mail shall be deemed not to have been received by the addressee.
• 20.3.In proving the giving of a notice, it shall be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed or acknowledged as the case may be.

• 21.1.You shall not assign, transfer, novate, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Your rights or obligations granted by this Agreement, in whole or in part, whether voluntary or in accordance with Law, contract, merger (irrespective of whether You are a surviving or dissolved Entity) or other similar matter or thing unless You have received Service Provider’s prior written consent.
• 21.2.Any attempted assignment, transfer or novation by You, of any rights granted or obligations outlined in this Agreement, constitutes a breach of this Agreement.
• 21.3.Service Provider may, without Your consent, assign this Agreement to any affiliate or in connection with any merger or change of control of Service Provider, or the sale of all or most of Service Provider’s assets.

• 22.1.Service Provider may, at any time and in its absolute discretion, vary this Agreement and any of its Incorporated Terms. Where changes to the foregoing are material, Service Provider may, in its absolute discretion, notify You by any means either directly or indirectly, including by posting a notice on Our website/s, in advance of the material change/s. Please note that the current Developer Agreement and Incorporated Terms documentation shall be available on the relevant website/s and their respective effective date can be found at the end of each document. We recommend that You periodically review Our relevant website/s for the latest versions of this Agreement and its Incorporated Terms.
• 22.2.All variations to this Agreement must be in writing and agreed by both Parties to this Agreement.
• 22.3.Continuing to access or use the Licensed Material or the Services after this Agreement (including any of its Incorporated Terms) has been amended constitutes Your agreement and Your binding acceptance to be bound by the current Agreement (including its current Incorporated Terms).
• 22.4.If You choose not to be governed by the current Agreement and all Incorporated Terms, You must discontinue Your access to and use of the Services and the Licensed Material immediately and You must notify us immediately so that we can take steps that we consider to be appropriate in the circumstances. Appropriate steps may include disabling Your access to the WebAdmin Portal or de-activating Your access to the Services. If You later decide that You wish to access and use the Licensed Materials and the Services, You may be required by the Service Provider to go through the Onboarding Process again (as though You have never been through it before). At Service Provider’s absolute discretion, Service Provider may re-activate Your access to the WebAdmin Portal where Your InstantClaim Profile Information has not changed since the date of de-activation, create You as a new Vendor or refuse Your application to access and use the Licensed Material or the Licensed Material and the Services. Where we refuse Your application, we may provide You with the reason for our refusal.
• 22.5You acknowledge and agree that variations made in accordance with this Clause 22 of this Agreement may adversely impact how Your Offerings access or communicate with the InstantClaim API and that You are solely responsible for how Your Offerings are impacted as a result of a variation or in connection with a variation.

• 23.1.You acknowledge and agree that You have no right, licence or property granted or transferred to You by this Agreement in relation to any Licensed Material (unless it is expressly set out in this Agreement or otherwise agreed in writing by both Parties) or the Services.
• 23.2.The Parties acknowledge and agree that nothing in this Agreement confers a right for You or any other person to acquire, all or any part of the Licensed Material or the Services.
• 23.3.The Discloser acknowledges and agrees that nothing in this Agreement obliges it to disclose its Confidential Information to You.

• 24.1. A waiver of any right or remedy under this Agreement or by Law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
• 24.2.A failure or delay by Service Provider to exercise any right or remedy provided under this Agreement or by Law, shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law shall prevent or restrict the further exercise of that or any other right or remedy.

• 25.1.This Agreement does not establish a joint venture, agency, partnership, franchise, fiduciary or employment relationship among the Parties to this Agreement.

• 26.1.This Agreement including all Incorporated Terms form the entire agreement between the Parties to this Agreement with respect to the subject matter of this Agreement and this Agreement replaces and extinguishes all previous drafts, agreements, proposals, representations, understandings, correspondence and discussions between the Parties, whether written or oral in connection with this Agreement.
• 26.2.You acknowledge and agree that You have not relied upon any other representations (verbal or otherwise) in agreeing to this Agreement.
• 26.3.You agree that You shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. You agree that You shall not have any claim for innocent or negligent misrepresentation based on any statement in this Agreement.

• 27.1.This Agreement, and any amendment to it, may be executed in counterparts which together constitute one document (i.e. this Agreement).

• 28.1.If for any reason a provision or part-provision of this Agreement shall be illegal, voidable or unenforceable in Victoria (or another jurisdiction relevant to this Agreement), it shall be read down, severed or amended to the extent necessary so that it may not be so construed in the relevant jurisdiction. The illegality, invalidity or unenforceability of any provision, or part of a provision, shall not affect the legality, validity or enforceability of the remaining part of that provision or any other provision of this Agreement in the relevant jurisdiction. Further, the illegality, invalidity or unenforceability of any provision or part of a provision in the relevant jurisdiction shall not affect the legality, validity or enforceability of this Agreement (including the relevant provision) in any other jurisdiction.
• 28.2.Any modification to or deletion of a provision or part-provision of this Agreement under this clause shall not affect the validity and enforceability of the rest of the relevant provision or the rest of this Agreement.

• 29.1.This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is or shall be governed by and construed in accordance with the Law in force in the State of Victoria, Australia.
• 29.2.Each party irrevocably submits to the jurisdiction of the courts exercising jurisdiction in Victoria, Australia to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

• 30.1.Where You agree to this Agreement in Your capacity as a Representative, You are certifying that You are duly authorised to agree to this Agreement on behalf of the Vendor that You are representing.
• 30.2.Where a Representative agrees to this Agreement on behalf of a Vendor that they are representing, that Representative is confirming that they:
  • (a)are duly authorised by the relevant Vendor to register to access and use the Licensed Material and the Services on behalf of that Vendor;
  • (b)understand and agree that, the Vendor that they are representing is subject to all terms applicable to its access to and use of the Licensed Material or the Licensed Material and the Services as a Vendor; and
  • (c)understand and agree that they, as an individual, are subject to all terms applicable to their access to and use of the Licensed Material or the Licensed Material and the Services, as a Vendor User.