IN4MA Terms of Service

The terms of service set out below for the use of IN4MA services (hereinafter referred to as the "Terms of Service") is entered into by and between IN4MA Pty. Ltd., incorporated pursuant to the laws of Melbourne, Australian , with offices at 67 Sydney Road, Coburg, Melbourne VIC 3058 Australia ("IN4MA") and the entity agreeing to the terms herein ("Customer"). As of the date You click the "I Accept" button indicated below, (the "Effective Date"), the Terms of Service will be considered effective. If You are to accept the Terms of Service on Your employer's behalf or any other entity, You represent and warrant that:

  1. on behalf of the party You acknowledge to represent, You consent to the Terms of Service,
  2. You read and are fully aware of the terms and conditions contained herein, and
  3. You have the full legal authority and given ability to bind Your employer or any other entity as such to the terms and conditions stated herein. Do not click the "I Accept" button below if you don't posses such legal authority. Your access to and use of Our Services are all governed by the Terms of Service.

You may not access Our Services for any purpose related to monitoring any aspect of the Services or for any other competitive purposes such as benchmarking. If You are a direct competitor of Ours, You may not access the Services without Our prior written consent.

  1. Definitions.
    1. "Acquired Services" is defined as those Services purchased by You or any of Your Affiliates under an Order Form.
    2. "Customer Domain" is the domain name which is selected by the Customer and afterwards approved by IN4MA to be used for Our Services.
    3. "Configuration Manager Pages" are IN4MA-web pages or IN4MA-mobile software applications hosted by IN4MA, and are provided through IN4ACTWARE Services which allow the Customer to arrange its services, roles, organizations, interactors, and parameters.
    4. "End User Accounts" are IN4MA accounts provided and hosted by IN4MA to Customer's End Users; their purpose is to allow such End Users to use Our Service. IN4MA has the capacity to control the availability of End User Accounts to End Users. Therefore IN4MA can limit and/or increase availability at its sole discretion.
    5. "End Users" is defined as those individuals who You authorize to use Our Services and who are provided, by You or Us upon Your request, with user identifications and passwords.
    6. "IN4ACTWARE" is defined as the online directory of applications which inter operate with Our Services, available at https://www.in4actware.com or at any replacement websites.
    7. "IN4ACTWARE Services" are 'cloud-based services' which provide the Customer with IN4MA End User Accounts for its End Users. These are facilitated by IN4MA and have the following purposes:
      1. they allow End Users to request and provide pre-defined services from more than one Customer Domain Catalogue; and
      2. any other functionality, products and/or services that IN4MA may provide from time to time as part of the IN4ACTWARE Services, as applicable.
    8. "IN4ACTWARE Start Pages" are IN4MA-web pages or IN4MA-mobile software applications that are hosted by IN4MA and allow the Customer's End Users to access IN4ACTWARE Services.
    9. "Registration Manager Pages" are IN4MA-web pages or IN4MA-mobile software applications hosted by IN4MA and are provided through IN4ACTWARE Services which allow the Customer to place a registration request where the Customer consents to provide valid financial and personal information which is required to complete the registration procedure.
    10. "Malicious Code" is defined as worms, Trojan horses, viruses, time bombs and other malicious or adverse files, codes, programs, scripts or agents.
    11. "Non-IN4ACTWARE.com Applications" is defined as any products, applications or software that are provided by parties other than Us and that are plainly identified as such, and that inter operate with Our Services.
    12. "Order Form" is defined as that document used for placing orders in accordance with the Terms of Service, which is signed between You and Us or any of Our Affiliates at any time. If an Affiliate signs an Order Form in accordance with the Terms of Service, such Affiliate agrees to be bound by the terms and conditions of the Terms of Service. Order Forms shall be deemed incorporated herein by reference.
    13. "Our Services" is defined as those products and/or services ordered by You, whether under a free trial or under an Order Form, and provided by Us via the customer login link at https://www.in4actware.com and/or any other web pages set by Us. The term "Services" shall exclude all Non-IN4ACTWARE.com Applications.
    14. "Super User" is the Customer's super user who is granted access to Registration Manager Pages and Configuration Manager Pages of the IN4ACTWARE Services.
    15. "Transaction Manager Pages" are IN4MA-web pages or IN4MA-mobile software applications hosted by IN4MA and are provided through IN4ACTWARE Services that allow the Customer End Users to request and provide pre-defined services from its own Customer Domain Catalogue.
    16. "User Guide" is defined as the user manual for the Services made available online and which may be accessed via login at https://www.in4actware.com, or as may be updated from time to time.
    17. 'We', 'Us' or 'Our' is defined as the IN4MA Pty. Ltd. company, as illustrated in the Preamble above.
    18. 'You' or 'Your' is defined as you or the entity on behalf of which you are accepting the Terms of Service, and any Affiliates thereto, as illustrated in the Preamble above.
    19. 'Your Data' is defined as any electronic data provided by You to the Acquired Services.
  2. IN4ACTWARE Services.
    1. IN4MA will use its efforts which are expected to be commercially reasonable in providing the Customer with IN4ACTWARE Services during the provided term of the Terms of Service. The Customer through the Terms of Service, concurs that IN4MA may post advertisements ("Adverts") in relation and/or in connection with the provided IN4ACTWARE Services. Subject to the terms and conditions of the Terms of Service, the Customer may use the Service to
      1. Direct End User Accounts through the Configuration Manager Pages facilitated, and
      2. provide End Users with their End User Accounts. It is acknowledged by both parties that End Users are considered to be legitimate customers for both Yourself and IN4MA. Any Information gathered by IN4MA may be processed and stored in Australia or any other country in which IN4MA or its agents maintain or use facilities of third parties. The Customer agrees to any such transfer, processing and storage of information by using the IN4ACTWARE Services. The Customer consents that any revenue generated by IN4MA from the Adverts provided or otherwise derived by IN4MA from the IN4ACTWARE Services will be fully retained by IN4MA and are not to be subject to any revenue sharing with the Customer.
    2. In the event where You register for a free trial IN4ACTWARE Services, We will provide You with one (or more) Services set on a trial basis without any charge. This Free-Trial Service lasts until:
      1. the free trial period expires; or
      2. the commencement date of any Acquired Services ordered and paid for by You. Your registration for a free trial IN4ACTWARE Services will be subject to IN4MA's Service Trial Terms . All such terms and conditions are incorporated into the Terms and Conditions by reference and are legally binding.
  3. Customer Obligations.
    1. End User Terms. The Customer does recognize that its End Users will be bound by terms and conditions relating to each individual component of the Service. In the event that the Customer is aware of any form of breach of any applicable term of use or policy from the End User, the Customer should
      1. immediately inform IN4MA of such incident
      2. terminate or suspend such End User Account immediately except if otherwise agreed in writing by IN4MA; kindly note that an email is sufficient to fulfill this requirement. At IN4MA's request, and as a response to the breach committed by an End User or a Super User against terms of use or policy, the Customer will promptly and effectively suspend or terminate any Account belonging to the End User, or any access to the Service granted to the Super User. IN4MA also reserves the right to suspend or terminate the End User Account of any End User at its sole discretion.
    2. Customer Administration of the Services. The Customer will be given a Super User password and an account to use in association with administering the End User Accounts of its End Users and the Configuration Manager Pages. Customer holds the responsibility of maintaining the complete confidentiality of the Super User password and account, assigning those employees who are given authorization to access the account, limiting the scope of such authorization to performance of duties under the Terms of Service, and for all activities that occur under Customer's account. IN4MA should be immediately notified by the Customer of any use of, or access to, the Service, which is unauthorized, or any unofficial access to the Customer's Super User password or account, or of any other violation of security. Any loss or damage which results from the Customer's failure to abide by the security obligations specified will not and cannot leave IN4MA liable in any manner. The Customer understands, acknowledges and consents that under no circumstances whatsoever will IN4MA be liable in any way for any acts or omissions committed by the Customer or any End User including any damages of any kind suffered as a consequence of such acts or omissions. IN4MA also reserves the right to suspend or terminate the Super User account at its sole discretion if it is made aware of any violations of these terms by the Super User and/or the End User, without having to take the proper actions to rectify the situation.
    3. Privacy and Program Policies. Please read IN4MA's Privacy Policy and Privacy Notice or information about IN4MA's data protection practices in relation to IN4ACTWARE. The Privacy Policy explains the way in which your personal information i.e. Your privacy is treated and protected by IN4MA when you use IN4ACTWARE. The Customer consents and approves for its data to be used by IN4MA but in accordance with IN4MA's Privacy Policy. The Customer agrees to abide by the Privacy Policy for the Service which may be updated on an irregular basis over time. It is the Customer's responsibility to continuously check for amendments or changes to the Privacy Policy, as they may occur at any given time without warning. The Customer agrees to protect the privacy of its End Users of the Service through a policy communicated to its End Users and no less protective of its End Users than the IN4MA Privacy Policy.
    4. Deployment of Services. IN4MA reserves final approval authority considering the provided means used by the Customer to arrange each component of the Service. In such an event where IN4MA disapproves of such arrangement, IN4MA has the full right, upon notice to the Customer, to terminate any continued use of the Service until such time the Customer provides and implements substantial corrective modifications as reasonably required and determined by IN4MA.
    5. Usage Policies and Limits. The Customer shall abide by IN4MA's Acceptable Use Policy and any usage policies and limits which relate to the use of the Service as occasionally requested by IN4MA, including, without limitation:
      1. IN4MA's brand treatment guidelines for the Service;
      2. IN4MA's implementation and technical requirements;
      3. IN4MA terms and conditions of use and Privacy Policy; and
      4. IN4MA given requirements for data security. IN4MA shall have the right to alter, suspend or terminate any aspect of its Service at any time it sees fit, this includes the mentioned operation hours and availability of any Service feature, without notice and without liability. IN4MA has the right to restrict access either to components of the Service or its components as a whole, and it may impose limits on certain features. This all can take place without notice and without liability.
    6. Legality and Permissible Use. The Customer promises and agrees to use the Service offered for legal and proper purposes only; these include, without limitation, purposes which are set in accordance with the Terms of Service and any applicable policies or guidelines. The Customer also promises and agrees not to employ or participate in any activity which disrupts or interferes with the Service, servers, or any of the networks connected to, or associated with the Service. Furthermore, there are policies or guidelines which govern the Customer's use of some specific IN4MA services. These policies are incorporated into the Terms of Service, and are presented to the Customer upon signing up for, or accessing those specific services. The Customer also agrees to abide by all applicable export and re-export control laws and regulations maintained by Australia. A Customer abroad, i.e. outside Australia, additionally agrees to abide by any local rules relating to online conduct and acceptable content in such other country.
  4. Restrictions.
    1. Unless IN4MA otherwise and expressly permits it, the Customer shall not under any circumstance change, modify, or delete, any characteristic contained within the Service. The Customer agrees not to change or modify any components of the Service, nor to alter any information passed on through the Service to End Users.
    2. Unless mentioned expressly in the Terms of Service, the Customer shall not display, pass on, or otherwise provide (or permit End Users or other third parties to pass on or provide) the Service or the content thereof to any third party.
  5. Acquired Services.
    1. Provision of Acquired Services. The Acquired Services shall be provided to You pursuant to the Terms of Service and any relevant Order Forms during the respective subscription term.
    2. User Subscriptions. Unless the applicable Order Form otherwise specifies,
      1. Our Services are acquired as User subscriptions and may only be accessed by the specified number of Users, not more.
      2. Additional User subscriptions may be inserted during the subscription term, at the same cost as the subscriptions which are pre-existing, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and
      3. Termination of the additional User subscriptions shall tale place upon the same date as the preexisting subscriptions.
    3. You need to be aware that User subscriptions are only for designated Users and strictly cannot be shared or used by various Users (i.e. exceeding one) but may be reassigned to new Users i.e. Those replacing previous Users who no longer need constant use of the Services.
  6. USE OF THE SERVICES
    1. Our Responsibilities. We shall:
      1. provide You with Our basic support for the Acquired Services without any extra charges and/or upgraded support if purchased separately,
      2. use Our reasonable efforts to provide You with a 24 hour a day, 7 day a week service for Acquired Services, except for:
        1. Scheduled system downtime: It is our duty to give at least an 8-hour notice via the Acquired Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Melbourne Time), or
        2. any Force Majeure event caused by circumstances beyond Our control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and
      3. Provide You the Acquired Services in accordance with applicable laws and government regulations.
    2. Our Protection of Your Data. Our duties also include maintaining safeguards for protecting the originality, security, confidentiality and integrity of Your Data. We will not
      1. Amend or change Your Data,
      2. Reveal Your Data unless compelled by law according to Article ‎10.7 (Compelled Disclosure) or as consented to by You expressly in writing, or
      3. access Your Data, except in cases where we need to prevent or deal with service/technical issues to provide the Services, , or upon Your request in connection with customer support matters.
    3. Your Responsibilities. You are expected to:
      1. Take responsibility for:
        1. Users' compliance with the Terms of Service,
        2. The content of Your own Data: i.e. its originality, legality, truthfulness, preciseness, and quality
        3. Protecting Your Data, by putting efforts in preventing unauthorized access to the Services, and immediately contact Us upon notice or discovery of any unauthorized access or use, and
        4. Using the Services according to the User Manual, applicable laws, and government regulations;
      2. Refrain from
        1. Providing non-Users with the Services,
        2. Rent or lease, sell, resell, the Services,
        3. Improperly using Our Services for keeping or spreading unlawful or tortuous material, or material in violation of third-party privacy rights,
        4. Improperly using Our Services to keep or spread Malicious Code,
        5. Obstruct or disrupt the performance of the Services or third-party data therein contained, or
        6. Attempt to access the Services or any of their related systems or networks without authorization.
    4. Usage Limitations. Our Services are subject to some limitations including [INSERT LIMITATIONS]
  7. NON-IN4ACTWARE.COM PROVIDERS
    1. Acquisition of Non-IN4ACTWARE.com Products and Services. Occasionally, We or third parties may provide You with third-party products or services, including but not limited to: Non-IN4ACTWARE.com Applications and implementation, customization and other consulting services. Upon any Purchase by You of such non-IN4ACTWARE.com products or services, and any data exchange between You and non-IN4ACTWARE.com providers, is solely between You and the applicable non-IN4ACTWARE.com provider. It is beyond our capacity to warrant or support non-IN4ACTARE.com products or services, Subject to Article ‎7.3 (Integration with NonIN4ACTWARE.com Services), no purchase of Non-N4ACTWARE.com products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.
    2. Non-IN4ACTWARE.com Applications and Your Data. If You install or enable Non-IN4ACTWARE.com Applications for use with Services, You acknowledge that We may allow providers of those Non-IN4ACTWARE.com Applications to access Your Data as required for the interoperation of such Non-IN4ACTWARE.com Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Non-IN4ACTWARE.com Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Non-IN4ACTWARE.com Applications for use with the Services.
    3. Integration with Non-IN4ACTWARE.com Services. Our Services may contain features designed to interoperate with Non-IN4ACTWARE.com Applications (e.g., Google, Facebook or Twitter applications). To utilize such features, You are required to obtain access to such Non-IN4ACTWARE.com Applications from their providers. If the provider of any such Non-IN4ACTWARE.com Application ceases to make the Non-IN4ACTWARE.com Application available for interoperation with the corresponding Service features on reasonable terms, We may cease to provide such Service features without entitling You to any refund, credit, or other compensation.
  8. FEES AND PAYMENT FOR ACQUIRED SERVICES
    1. Service Charges. You are under an obligation to pay all the required service charges (fees) stated in all Order Forms hereunder. Unless otherwise specified in an Order Form or herein,
      1. Service Charges are based on services purchased and not actual usage,
      2. payments are non-cancelable and paid Service Charges are non-refundable, and
      3. the total number of acquired User subscriptions cannot be decreased during the relevant subscription term stated on the Order Form. User subscription Charges are deducted on a monthly basis: i.e. Charges begin on the subscription start date and deductions occur each month.
    2. Invoicing and Payment. Valid and up to date credit card information should be given to Us, with a valid purchase order or alternative document reasonably acceptable to Us. Upon supplying us with credit card information, You are thereby authorizing Us to charge such credit card for all the Services listed in the Order Form for the initial subscription term and any renewal subscription term(s).
    3. Charges as such shall be made in advance, either annually or according to any different billing procedure stated in the applicable Order Form.
    4. If it is specified in the Order Form that the credit card isn't the method of payment agreed upon , We will invoice You in advance and otherwise in accordance with the relevant Order Form.
    5. Unless otherwise stated in the Order Form, invoiced charges are due thirty (30) days from the invoice date; It is Your responsibility to provide accurate contact and billing information, and whether any change has occurred thereon.
    6. Overdue Charges. Late Payments are dealt with firmly, and it is to Our discretion to:,
      1. Charge a penalty interest: at the lesser of either a rate of 1.5% of the outstanding monthly balance, , or the maximum rate permitted by law. , Interest will be charged from the due date of such payment until the date paid, and/or
      2. We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Article ‎8.2 (Invoicing and Payment).
    7. Suspension of Service and Acceleration. If You owe Us an amount for Our services either under this or any other agreement, and this amount is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 7 days' prior notice that Your account is overdue before suspending Your Services.
    8. Payment Disputes. If the applicable charges are being disputed by You in good faith, reasonably, and cooperatively to solve the issue, we waive our right under Article ‎8.6 (Overdue Charges) or ‎8.7 (Suspension of Service and Acceleration).
    9. Taxes. Unless otherwise stated, Our Service Charges exclude taxes, levies, duties or similar governmental assessments of any nature, including but not limited to: value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively hereunder referred to as "Taxes"). It is your responsibility to pay for all the Taxes associated with your acquisition. If we are legally obliged to pay or collect Taxes for which You acquire responsibility to, the total amount will be invoiced to you and should be paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
  9. Technical Support Services.
    1. The Customer has the full responsibility of responding to End User's and/or other third party queries, comments, and complaints which relate to the Customer's or its End Users' use of the Service. Such support services are to be facilitated at the Customer's own expense. Technical support services to the Customer's designated Super User shall be provided by IN4MA, all in accordance with IN4MA's support guidelines then in effect for the Service. . The Customer shall first put reasonable efforts in fixing network connection defects, system errors, or malfunctions before making any support request to IN4MA. Thereafter, a technical support written request may be submitted by the Customer's designated Super User through our online help center.
  10. Confidentiality.
    1. Dealing with Confidential Information. As used herein, "Confidential Information" shall be defined as: all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") that the Disclosing Party considers to be confidential, whether in writing (tangible) or orally (intangible), electronic or visual, present, or future. This type of information can be
      1. labeled as "confidential",
      2. is reasonably understood or communicated to be confidential; this can be judged given the source, the nature, and the circumstances of disclosing such information, or
      3. information such as:
        1. Financial information e.g. disclosing prices,
        2. Business-related information e.g. disclosing: operations, plans, marketing interests, new products, etc.,
        3. secrets in trade,
        4. The Terms of Service's terms and conditions, including negotiations, and other proposals related thereto
        5. technical information: e.g. research studies, development projects, algorithms, statistical data, product designs, etc
        6. any security issues such as, without limitation, network defects, and other problems relating to IN4MA's Service.
    2. A duty to protect the documents i.e. Confidential information revealed by the Disclosing Party, will only be placed on the Receiving Party if :
      1. The documents are clearly labeled as "confidential", or identified as confidential and/or proprietary, by the Disclosing Party either before, during, or immediately after disclosure; or
      2. if the information is disclosed in a way where it has been reasonably communicated by the Disclosing Party, or the Receiving Party should have reasonably understood that the information disclosed is to be treated as "confidential", besides having the term "confidential" labeled. The Customer does acknowledge that both the object code and the source of the software underlying the Service (the "Software") remains a confidential trade secret of IN4MA and/or its licensors and that the Customer is not entitled to review either the source or the object codes of the Software for any reason whatsoever. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party, except for entities requiring such access (to Confidential Information) in order to fulfill their performance obligations stated within the Terms of Service, such entities include, without limitation: representatives, agents, contractors, and employees ("Authorized Entities") who are bound through a written agreement not to disclose confidential information of third parties disclosed to the Receiving Party , or as such disclosure may be legally required by law or governmental regulation.
    3. The Receiving Party agrees to hold full responsibility of any omissions and/or acts committed by any Authorized Entities in violation of this Article. The Receiving Party shall protect the Confidential Information in addition to using a reasonably equal degree of care to protect the confidentiality of the confidential information it receives from the Disclosing Party, i.e. to treat the received information the same way it treats its own confidential information thus preventing any unauthorized use by, or publication of such information by third parties.
    4. Analyses, Data Collection results, or other information produced in performance testing and/or benchmarking of the Service shall be IN4MA's Confidential Information and shall be provided to IN4MA at its request.
    5. Confidential Information of any Party shall exclude information that
      1. is known to the public without breach of any obligation owed to the Disclosing Party,
      2. was known by the Receiving Party before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
      3. is received from a third party without breach of any obligation owed to the Disclosing Party, or
      4. was independently created by the Receiving Party.
    6. Both Parties are aware that any damages which result from acts of improper disclosure of Confidential Information may be irreparable; therefore, the aggravated party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Article ‎10.
    7. Compelled Disclosure: If the Receiving Party is compelled by law, court order, subpoena, or other government demand to disclose the Confidential Information of the Disclosing Party, before performing the compelled disclosure, the Receiving Party shall give the Disclosing Party prior notice of such compelled disclosure and reasonable assistance; This is to give the Disclosing Party the opportunity to challenge such court order, subpoena, or government demand. This excludes situations where the Receiving Party is per lawful governmental request, prevented from disclosing the existence of such law, court order, subpoena, or other government demand.
    8. Compelled disclosure takes place at the cost of the Disclosing Party, if the Disclosing Party wishes to contest the disclosure.
    9. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
    10. The Receiving Party is obliged, thus under a duty to protect Confidential Information all throughout the term of the Terms of Service and for a period of five (5) years thereafter.
  11. Ownership; Restricted Use.
    1. Subject to the limited rights expressly granted hereunder, all rights, titles and interests are owned by IN4MA and its licensors. This includes without limitation: all Intellectual Property Rights relating to the Service (and any derivative works or enhancements thereof), including without limitation: all information, data, guidelines, software, materials, technology, content and documentation.
    2. There are no rights, titles, or interests granted to The Customer other than the limited use rights as expressly set forth herein in the Terms of Service.
    3. Rights not granted expressly in The Terms of Service are considered withheld.
    4. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
    5. The content of communications appearing on the Service is not owned by IN4MA. Therefore IN4MA does not own content used as part of the Service which belongs to third parties. Intellectual Property Rights, Title, and ownership rights, in and to the content accessed through the Service are the property of the applicable content owner and may be under protection by applicable copyright or other law. The Customer is forbidden to, or to allow others to:
      1. Modify, change the language, or adapt, the Software;
      2. Attempt to reveal the object code or source of the Software through disassembling , or reverse engineering, or otherwise,
      3. copy the Software;
      4. Improperly using the Service for activities associated with high risk; or
      5. sell, resell, rent, lease, sublicense, or loan of the Service or any component thereof. Any and all third party binary or source code included in each portion of the Service may be used only in conjunction with such portion of the Service, and such use shall be subject to all the terms and conditions of the Terms of Service.
    6. Restrictions. It is forbidden for You to
      1. allow third parties to gain any access to Our Services unless a permission herein or in an Order Form,
      2. create work which is a derivative to Our Services unless authorized herein,
      3. plagiaries: copying the content or any other part of Our Services, this doesn't include copying content for Your personal business use,
      4. discover Our Service's technological principles i.e, "reverse engineering" Our systems , or
      5. use Our Services to
        1. create a product or service, or
        2. copy any of Our Service's graphics, features, or functions.
    7. Your Applications and Code. In order for us to supply You with the Services promised under the Terms of Service, You automatically approve/authorize Us to adapt, , copy, broadcast/spread , display, and host any applications and/or program codes created by You, or by a third party acting on Your behalf, or by a User.. In accordance with the above, We acquire no right, title or interest from You or Your licensors under the Terms of Service in or to such applications or program codes created, including any intellectual property rights therein.
    8. Your Data. Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under the Terms of Service in or to Your Data, including any intellectual property rights therein.
    9. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
  12. Brand Features.
    1. As used herein, "Brand Features" shall mean the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Any Brand Features, copyright, or other proprietary notices, legends, symbols, or labels appearing on or in the Service provided to the Customer shall not be modified, changed, or removed unless allowed expressly by IN4MA. IN4MA is granted a limited, nonexclusive and non-sub licensable license by the Customer to display Customer Brand Features that are expressly authorized for use during the term of the Terms of Service, solely for the purposes set forth herein, subject to the terms and conditions of the Terms of Service. Notwithstanding anything to the contrary, the Customer, upon providing a written notice to IN4MA, in addition to an amount of time which is reasonable to revoke the license which authorizes the use of the Customer's Brand Features. The pages displaying the Service to End Users ("Service Pages") including the Start Page may display Customer's Brand Features within the designated area of Service Pages as Customer shall specify from time to time using the automated features included in the Service. Notwithstanding the foregoing, IN4MA may prominently display on all Service Pages IN4MA's Brand Features. Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features.
    2. Unless to the limited extent expressly provided in the Terms of Service, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the first party; and all rights not expressly granted herein are deemed withheld. All use by IN4MA of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of Customer and all use by Customer of IN4MA Brand Features (including any goodwill associated therewith) shall inure to the benefit of IN4MA. Customer shall not challenge or assist others to challenge the IN4MA Brand Features or the registration thereof, nor shall Customer attempt to register any IN4MA Brand Features or domain names that are confusingly similar to those of IN4MA.
  13. Public Relations.
    1. IN4MA may
      1. place in its materials, presentations, customer lists, and marketing materials Customer's Brand Features, including and not limited to: customer lists posted on IN4MA's web sites and screen shots of Customer's implementation of the Service, and
      2. Publically announce the existence or content of the Terms of Service. IN4MA will furnish the Customer with a sample of such announcement upon the Customer's request.
  14. Representations and Warranties.
    1. Our Warranties. We warrant that
      1. We have validly entered into the Terms of Service and have the legal power to do so,
      2. the Services shall perform materially in accordance with the User Guide,
      3. subject to Article ‎7.3 (Integration with Non-IN4ACTWARE.com Services), the functionality of the Services will not be materially decreased during a subscription term, and
      4. We will not transmit Malicious Code to You, provided it is not a breach of this subpart
      5. if You or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Your exclusive remedy shall be as provided in Article ‎19.4 (Refund or Payment upon Termination) below.
    2. The Customer represents and warrants that it has the full capacity and authority to perform under the Terms of Service. The Customer warrants that
      1. the Customer has and will maintain all licenses rights, and authorizations required which grant the Customer the permission to use the Service;
      2. the Customer's execution of the Terms of Service, and the performance of its obligations hereunder by the Customer, will not constitute a violation or breach of or any agreement to which such party or any of its affiliates are a party, or breach any rights of any third parties arising therefrom; and
      3. the Customer shall abide by all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Service.
    3. WARRANTY DISCLAIMER. CUSTOMER UNDERSTANDS AND AGREES THAT EACH SERVICE MAY CONTAIN BUGS, DEFECTS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE SERVICE INCLUDING ALL CONTENT, SOFTWARE (INCLUDING ANY UPDATES OR MODIFICATIONS TO THE SOFTWARE), FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS IS" AND ANY USE THEREOF SHALL BE AT CUSTOMER'S OWN RISK. IN4MA AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. IN4MA ASSUMES NO RESPONSIBILITY FOR THE PROPER USE OF THE SERVICE. IN4MA AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICE. IN4MA MAKES NO REPRESENTATION THAT IN4MA (OR ANY THIRD PARTY) WILL ISSUE UPDATES OR ENHANCEMENTS TO THE SERVICE. IN4MA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EFFECTIVE DATE. THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USES SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES").
  15. NPP Services.
    1. We may occasionally offer You a free-of-charge invitation to try Our NPP Services; i.e. Our products or services that are Not Publically Provided to Our Customers. It is to Your discretion whether You wish to accept or reject any such free-trial invitation.
    2. Our NPP Services will be labeled as beta, pilot, limited release, developer preview, non-production or by a description of similar import.
    3. The purpose behind developing NPP Services is to evaluate and not to assess production use. These services often lack support therefore errors or bugs may be contained.
    4. You should note that NPP SERVICES ARE NOT HEREUNDER CONSIDERED AS "SERVICES" AND ARE PROVIDED "AS IS" WITH NO EXPRESS OR IMPLIED WARRANTY. We control the status of NPP Services, and therefore, we may at any time discontinue offering them and may never make them publically provided.
  16. Indemnification.
    1. Indemnification by Us. We will defend You against any suit, claim, proceeding, or demand brought against You by a third party who claims that Your use of Our Services as permitted violates the intellectual property rights of a third party ("Proceedings Brought Against You"), and shall indemnify You for any remedies in damages, reasonable attorney costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Proceeding Brought Against You; provided that You shall
      1. give Us prior written notice of the Proceeding Brought Against You;
      2. give Us full and sole control of the defense and settlement of the Proceeding Brought Against You (given that W will not settle any Proceeding Brought Against You unless the settlement unconditionally discharges You of any and all liability); and
      3. provide to Us all reasonable assistance, at Our expense.
    2. In an event where a Proceeding Brought Against You, or if We reasonably believe the Services may infringe or misappropriate, We may and at no cost to You
      1. modify Our Services so that they no longer infringe or misappropriate, without breaching Our warranties under "Our Warranties" above,
      2. obtain a license for Your continued use of the Services in accordance with the Terms of Service, or
      3. terminate Your User subscriptions for such Services upon 30 days' written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
    3. Indemnification by You. The Customer shall indemnify, hold harmless and defend IN4MA, its subsidiaries and other affiliates, and its and their officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and/or against any and all liability, costs, losses, damages, claims and demands, including without limitation attorneys fees and costs incurred by the Indemnified Parties, arising out of or related to
      1. Customer's use of the Service;
      2. Customer's disclosure of End User information or any Customer Content;
      3. any breach or non-compliance by Customer of the Terms of Service, any of IN4MA's Privacy Policy provisions, or Customer's representations or the provision of warranties contained herein; and
      4. any End User's use of the Service.
    4. Exclusive Remedy. This Article ‎16 (Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Article.
  17. Limitation of Liability.
    1. IN NO EVENT WHATSOEVER WILL IN4MA OR ITS LICENSORS BE UNDER ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT IN4MA WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THE TERMS OF SERVICE FAILS OF ITS ESSENTIAL PURPOSE; OR FOR ANY CLAIM ALLEGING INJURY RESULTING FROM ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY, OR WILLFUL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL IN4MA'S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS OF SERVICE EXCEED FIVE HUNDRED UNITED STATES DOLLARS (US$500).
  18. Force Majeure.
    1. Neither party shall be liable for failure or delay in performance of its obligations (except for the payment of money) resulting from any condition beyond the party's reasonable control, including without limitation acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
    2. If any provision of the Terms of Service is found void and unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. The unenforceability of any provision, however, shall not affect the validity of the balance of the Terms of Service, which shall remain valid and enforceable according to its terms.
  19. Termination.
    1. The Customer may at any time decide to discontinue use of the Service. IN4MA always reserves the full right to, at any time, with or without sending a prior notice, modify the Service (or any part thereof).
    2. The Customer agrees that IN4MA may for any reason, and at any time whatsoever terminate the Terms of Service thus no longer having the Services in provision. Notwithstanding the foregoing, IN4MA will provide the Customer with a thirty (30) day notice prior to terminating or suspending the Service (if provided to Customer); provided that such Service may be terminated immediately if
      1. the Terms of Service has been breached by the Customer or
      2. as reasonably determined by IN4MA, that it is commercially impractical to continue providing such hosted service in light of applicable laws. Customer agrees that IN4MA shall not be liable to the Customer, any End User, or any third party for any modification, suspension, or termination of the Service.
    3. Surviving Provisions. Articles ‎10 (Confidentiality), ‎11 (Ownership; Restricted Use), ‎14 (Representations and Warranties), ‎16 (Indemnification), ‎17 (Limitation of Liability), ‎19 (Termination) and ‎21 (Miscellaneous) shall survive the expiration or termination of the Terms of Service.
    4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid amounts covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid (overdue) fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
    5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Acquired Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
  20. Modification.
    1. IN4MA reserves the full right to change or modify any of the terms and conditions contained herein (i.e. within the scope of the Terms of Service) or any policy governing the Service. The Customer is responsible for reviewing any updates to the Terms of Service on a regular basis. Any modifications or alternations made to the Terms of Service will become binding
      1. when written and executed by both parties,
      2. by Customer's online acceptance of updated terms, or
      3. after Customer's continued use of the Service after such terms have been updated by IN4MA.
  21. Miscellaneous.
    1. Notices. Unless otherwise stated in the Terms of Service, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
      1. personal delivery,
      2. the second business day after mailing,
      3. the second business day after sending by confirmed facsimile, or
      4. the first business day after sending by email (provided email shall not be sufficient for notices of termination or a claim that may be indemnified). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.
    2. Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the Australia and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
    3. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or anything of value from any of Our employees /agents in connection with the Terms of Service. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at (legalcompliance@in4ma.com).
    4. Relationship of the Parties. The parties are independent contractors. The Terms of Service does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
    5. Waiver. No failure or delay by either party in exercising any right under the Terms of Service shall constitute a waiver of that right.
    6. Severability. If any provision of the Terms of Service is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms of Service shall remain in effect.
    7. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under the Terms of Service following Your breach of Article ‎8.2 (Invoicing and Payment).
    8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Terms of Service in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of the Terms of Service upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Terms of Service shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    9. Entire Agreement. The Terms of Service, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Terms of Service shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of the Terms of Service and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of the Terms of Service, and all such terms or conditions shall be null and void. You undertake that any purchases hereunder are neither conditional on provision of any future features nor relying on any public comments made regarding future features.
    10. Governing Law and Jurisdiction. The Terms of Service shall be governed by and construed in accordance with the applicable federal Australian laws, excluding the choice of law provisions mentioned therein, and Customer and IN4MA agree to submit to the personal and exclusive jurisdiction of the courts of Australia.

THE TERMS OF SERVICE CONSTITUTES THE FULL AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND IN4MA RELATING TO THE SERVICE AND ALL TERMS HEREIN. UNLESS OTHERWISE EXPRESSLY PROVIDED BY IN4MA IN WRITING, THE TERMS AND CONDITIONS OF THE TERMS OF SERVICE SHALL TAKE PRECEDENCE OVER ANY PURCHASE ORDER, ANY WEBSITE RELATING TO THE SUBJECT MATTER OF THE TERMS OF SERVICE OR ANY OTHER DOCUMENT, WHETHER FORMALLY REJECTED BY IN4MA OR NOT, AND ANY CONFLICTING, INCONSISTENT, OR ADDITIONAL TERMS CONTAINED THEREIN SHALL BE NULL AND VOID.