Terms and Conditions

1 Acceptance
(a) Hot Digital Pty Ltd ABN 32 634 621 971 (we or us) own the cloud-based software, including all instructions in hard copy or electronic form and any update, modification or release of any part of that software (Software) which is accessible at www.engagearena.com (Site).
(b) This Agreement:

(1) sets out the terms and conditions upon which we agree to grant you a right to use the Software as a service, as described on the Site ( SaaS Services) and provide any other services as set out in this Agreement (together with the SaaS Services, the Services); and

(2) are binding on you from the date (Effective Date) on which we provide you with an account to enable you to access and use the Services (Account) until the date on which your Account is terminated in accordance with this Agreement (Term).

(c) You accept this Agreement by click a box indicating acceptance.
(d) By accepting this Agreement, creating an Account and/or accessing and/or using the Services, you:

(1) warrant to us that you have reviewed this Agreement including our Website Terms of Use and Privacy Policy, available on the Site, (with your parent or legal guardian if you are under 18 years of age), and you understand them;

(2) warrant to us that you have the legal capacity to enter into a legally binding agreement or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Services and they have agreed to this Agreement on your behalf;

(3) warrant to us that you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services;

(4) warrant to us that you have all hardware, software and services which are necessary to access and use the Services; and

(5) agree to use the Services in accordance with this Agreement.


2 Term
This Agreement commences on the date you accept the Agreement in accordance with clause 1(d) and continues until the Agreement is terminated ( Term).


3 Set Up Service and Accounts
(a) As part of the Set Up Service, we will create an account for you ( Account), in order for you and your Active Users to access and use the Services. You must ensure that any information you provide to us, or we request from you as part of the set up process is complete and accurate.
(b) We will provide you with certain Account details (such as a username and password) when we create an Account for you. It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by Active Users and for ensuring that any activities on your Account comply with this Agreement.
(c) You agree that we are a software as a service provider and we are not responsible for the management or administration of your Account.


4 Functionality
(a) Once you have created a contest from your Account, you will be able to invite your employees or clients to participate in your contest, who then become Active Users.
(b) The Services allow you to create and style your contest site to promote your business and engage with your Active Users.
(c) We offer optional services to assist with the styling of your contest site which you can choose to use for a fee.


5 SaaS Licence
(a) In consideration for payment of the Fees, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under this Agreement), personal and revocable licence to access and use the SaaS Services for business purposes for the Term (SaaS Licence).


6 Restrictions
(a) You must not (and must ensure your Active Users do not) access or use the SaaS Services except as permitted by the SaaS Licence and you must not and must not permit any other person to:

(1) use the SaaS Services in any way which is in breach of any applicable Laws, including Laws for running competitions, or which infringes any person's rights, including Intellectual Property rights;

(2) use the SaaS Services to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(3) use the SaaS Services in any way that damages, interferes with or interrupts the supply of the SaaS Services;

(4) introduce malicious programs into our hardware and software or Systems, including viruses, worms, trojan horses and e-mail bombs;

(5) reveal your Account’s password to others or allow others to use your Account (other than Active Users);

(6) use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);

(7) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the SaaS Services;

(8) to send any form of harassment via email, or any other form of messaging, whether through inappropriate or offensive wording, language, frequency, or size of messages or use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); or

(9) use the SaaS Services to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.


7 Third Parties
(a) You acknowledge and agree that:

(1) the provision of the Services may be contingent on, or impacted by, third parties, other customers’ use of our services, suppliers, other subcontractors (Third Party Inputs); and

(2) despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible, and will have no Liability, for any default or breach of this Agreement or law, if such default or breach was caused or contributed to by any Third Party Inputs.

(3) the SaaS Services include certain optional functionality that may interface or interoperate with third party software or services. To the extent that you choose to use such functionality, you are responsible for: (i) the purchase of, (ii) the ancillary requirements related to, and (iii) the licensing obligations related to the applicable third party software and services. It is your reasonability to ensure the requirements are met in order for you to benefit from the specific functionality made available to you.

(b) This clause will survive the termination or expiry of this Agreement.


8 Website Design Services
 (a) If, during the Term, you require bespoke customisations to the SaaS Services, including the design of your contest site, you must notify us of the services or changes you require. Following notification, at our discretion, we may provide you with written notice via email or on the Site in the form of a statement of work covering (i) the changes required to the bespoke customisations, (ii) the Website Design Services required in respect of such changes (Website Design Services); and (iii) the fee for required for us to undertake such Website Design Services (Website Design Fee). If you agree to the bespoke customisations, the Website Design Services and the Website Design Fee then, subject to the Parties signing a statement of work and this Agreement, we will provide the Website Design Services to you in consideration for payment of the Website Design Fee.


9 Support Services
(a) During the Term, we will provide you with the support services set out on the Site during the support hours set out on the Site, provided that (i) you notify us in accordance with any applicable systems and processes set out on the Site; and (ii) where required, you assist us in investigating and ascertaining the cause of the fault and provide us with access to all necessary information relevant to the fault (including what you or your personnel have done in relation to the fault).
(b) Additional training on how to use the SaaS Services, and additional support outside the scope of clause 9(a) may be charged at an additional fee as set out on the Site.


10 Privacy
(a) We will at all times comply with the Privacy Act, and in relation to Data that contains or is Personal Information, we will only use this Data in the manner permitted by this Agreement, the Privacy Act and our Privacy Policy.
(b) You acknowledge and agree that you are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the Data.
(c) You will comply and ensure that all of your Personnel and Active Users comply with the requirements of the Privacy Act in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with this Agreement.
(d) Without limiting clause 10(b) you must:

(1) notify your Active Users, Personnel, or other natural persons from whom Personal Information is collected about any matter prescribed by the Privacy Act in relation to the collection, use and storage of their Personal Information;

(2) ensure that any Personal Information transferred to us is complete, accurate and up to date; and

(3) notify us immediately upon becoming aware of any breach of the Privacy Act that may be related to the use of the Personal Information under this Agreement.

(e) Without limiting clause 10(b), you may only disclose Personal Information in your control to us if:

(1) you are authorised by the Privacy Act to collect the Personal Information and to use or disclose it in the manner required by this Agreement; and

(2) you have informed the individual to whom the Personal Information relates, that it might be necessary for you to disclose their Personal Information to third parties and you have obtained their consent to do so.


11 Warranties
(a) We warrant and agree that:

(1) we are properly constituted and have the right and authority to enter into this Agreement;

(2) we will provide the Services in accordance with all applicable Laws;

(3) we will use reasonable effort to ensure all of our obligations under this Agreement will be carried out:

(A) by suitably competent and trained Personnel;

(B) in an efficient and professional manner; and

(C) with the standard of diligence and care normally employed by duly qualified persons performing obligations similar to our obligations under this Agreement.

(b) You warrant and agree that:

(1) there are no legal restrictions preventing you from agreeing to this Agreement;

(2) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to perform the Services, and as otherwise requested by us, from time to time, and in a timely manner;

(3) all information and documentation that you provide to us in connection with this Agreement is true, correct and complete and you acknowledge and agree that we will rely on such information and documentation in order to provide the Services;

(4) you will inform us if you have reasonable concerns relating to our provision of Services under this Agreement, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

(5) you are responsible for obtaining any consents, licences, authorities and permissions from other parties necessary for the Services to be provided in accordance with this Agreement, at your cost, and for providing us with the necessary consents, licences, authorities and permissions;

(6) if applicable, you hold a valid ABN which has been advised to us; and

(7) if applicable, you are registered for GST purposes.


12 Free Trial
(a) We may offer you a free or trial Account with limited features designed to allow you to evaluate the Services and make sure it is right for you before signing up for a paid Plan. Any trial period can change at any time without notice. We have the right to terminate any trial Account if you are found to be misusing the Services or in our sole discretion.
(b) The trial offered on the site involves use of all functions up until the contest starts or payment is made, whichever comes first.


13 Payment
(a) You must pay us the Fee for your Plan and any other amount payable to us under this Agreement, without set off or delay, via credit card or any other payment method set out on the Site.
(b) The Fee for your Plan is payable in advance of the next billing cycle for your Plan and any additional charges will be billed in arrears at the end of the Plan cycle (unless otherwise agreed).
(c) You are responsible for reviewing the pricing schedule, features and limits associated with your Plan, which are available on the Site. The Fee for your Plan is based on the number of Active Users in the month before the commencement of the next Plan billing cycle.
(d) Your Plan will automatically renew at the end of the Plan period (and for the same Plan cycle) unless you terminate your Account in accordance with this Agreement.
(e) If there is a variation to your Plan or SaaS Licence during the Term, we will include the fees due and payable for the variation performed in invoice subsequent to the performance of the variation.
(f) The Fee is non-refundable. To the maximum extent permitted by law, there will be no refunds or credits for any unused Plan (or part thereof), Plan downgrade or unused Accounts. Downgrading your Plan may result in the loss of content, features or capacity of your Account. We do not accept any liability for any losses or damages that may arise in such cases.
(g) If you upgrade or downgrade your Plan, the credit card linked to your Account will automatically be charged the Fee for your new Plan in advance of your next Plan billing cycle. Please ensure that this credit card has sufficient funds to pay the Fee. If your credit card expires and you do not cancel your Account, you will remain responsible for paying the Fee for the Plan, which will accrue to your Account until we receive a cancellation notice.
(h) All Fees exclude GST. You are responsible for all taxes, levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility to them on your behalf.
(i) The Fee is subject to change upon 30 days’ notice from us to you and will apply to the next Plan billing cycle. Such notice may be provided at any time by posting the changes on our Site, via email or via a notification to your Account. If you do not agree to the Fee change, you may cancel your Account in accordance with clause 18(a).


14 Intellectual Property Rights
Our Intellectual Property
(a) All Intellectual Property in the Software and Services and that Intellectual Property developed, adapted, modified or created by us or our Personnel (including in connection with this Agreement, the Software and the Services and any machine learning algorithms output from the Services) is and will remain owned exclusively by us or our third party service providers.
(b) You must not, without our prior written consent:

(1) copy or use, in whole or in part, any of our Intellectual Property;

(2) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;

(3) reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services;

(4) breach any Intellectual Property Rights connected with the Software or the Services, including altering or modifying any of our Intellectual Property;

(5) cause any of any of our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of our Intellectual Property;

(6) resell, assign, transfer, distribute or make available the SaaS Services to third parties;

(7) “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network; and

(8) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the SaaS Services or Software.

(c) Notwithstanding anything to the contrary in this Agreement or elsewhere, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, including through the use of your personal information, in an aggregated and anonymized format (Analytics). You agree that we may make such Analytics publicly available, provided that it:

(1) does not contain identifying information; and

(2) is not compiled using a sample size small enough to make the underlying data identifiable.

(d) We and/or our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content provided in connection with the Analytics, including all Intellectual Property rights in the foregoing.


Your Intellectual Property
(e) As between you and us, (i) all Data is and remains your property, and (ii) you retain any and all rights, title and interest in and to the Data, including all copies, modifications, extensions and derivative works thereof.
(f) Licence: You grant us a limited licence to copy, transmit, store and back-up or otherwise access the Data during the Term solely to:

(1) supply the Services to you (including to enable you and your Personnel to access and use the Services);

(2) diagnose problems with the SaaS Services;

(3) enhance and otherwise modify the Services;

(4) develop other services, provided we de-identify the Data; and

(5) as reasonably required to perform our obligations under this Agreement.

(g) General: You must, at all times, ensure the integrity of the Data and that your use of the Data is compliant with all Laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all your Data to us and to grant the rights granted to us in this Agreement; and (ii) the Data and its transfer to and use by us, as authorised by you under this Agreement do not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorised in this Agreement is not inconsistent with the terms of any applicable privacy policies.
(h) We assume no responsibility or Liability for the Data. You are solely responsible for the Data and the consequences of using, disclosing, storing or transmitting it.
(i) This clause will survive termination or expiry of this Agreement.


15 Confidential Information
(a) Each Party (Recipient) must keep confidential, and not disclose, any Confidential Information of the other party ( Discloser) except:

(1) where permitted by this Agreement;

(2) with the prior written consent of the Discloser;

(3) where the Confidential Information is received from a third party, except where there has been a breach of confidence

(4) on a confidential, “needs to know” basis to the Recipient’s Personnel, auditors, insurers, agents and professional advisors; or

(5) where the Recipient is compelled to do so by Law, provided that it gives the other party written notice prior to disclosure.

(b) The Recipient must only use the Confidential Information of the Discloser for the purpose for which it was disclosed and in connection with this Agreement.
(c) This clause will survive termination or expiry of this Agreement.


16 Liability
(a) Despite anything to the contrary, to the maximum extent permitted by law:

(1) our maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed in the aggregate for all claims the total amount of Fees you paid to us in the 12 month period directly preceding the date on which such Liability a; and

(2) we will not be liable to you for any Consequential Loss, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

(b) Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you waive and release us from and against, all Liability (whether under statute, contract, negligence or other tort, indemnity, or otherwise) arising from or in connection with any:

(1) loss of, or damage to, any property or any injury to or loss to any person;

(2) failure or delay in providing the Services;

(3) breach of this Agreement or any Laws; or

(4) unavailability, outage or interruption of the Computing Environment, where caused or contributed to by any: Force Majeure Event; fault, defect, error or omission in your Computing Environment or Data; or act or omission of you, your related parties, Active Users, Personnel or any third party (including customers, end users, suppliers, providers or subcontractors),  and, in any event, any error, omission or lack of suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit) with respect to the Services.

(c) To the maximum extent permitted by law, you indemnify and continue to indemnify us against all Liability we suffer or incur arising from or as a consequence of a breach of clause 10 (Privacy), clause 14 (Intellectual Property), clause 15 (Confidentiality) and your Active Users’ use of the Services contrary to this Agreement, including from any claim relating to the Data
(d) Certain legislation, including the Australian Consumer Law ( ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement attempts to exclude, restrict or modify your Statutory Rights as a consumer under the ACL. Any and all other warranties or conditions which are not guaranteed by the ACL are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in this Agreement.
(e) You acknowledge and agree that:

(1) you are responsible for all users using the Services, including your Personnel and any Active Users;

(2) you are responsible for your use of the Services, including receiving the appropriate permits to run a contest in your jurisdiction, and the creation and running of contests;

(3) while we supply standard contest terms and conditions, we are not responsible for the accuracy of these standard contest terms and conditions, and you are responsible for receiving legal advice on your regulatory obligations for running a competition and supplying terms and conditions that are appropriate for your contest;

(4) you use the Services and any associated programs and files at your own risk;

(5) we do not warrant that the Services are error-free or will be uninterrupted;

(6) we do not warrant that contest results will be accurate and we take no responsibility if results are inaccurate or unavailable;

(7) any information, recommendations, guidance or reports generated by the Services (Content) is general in nature and that the Content does not take into account your specific needs or circumstances. It is not advice, it does not constitute an express or implied warranty and you must not rely on it. We do not assume any liability for the accuracy, completeness, usefulness of any Content, or your reliance on any Content.

(8) the technical processing and transmission of the Services, including your Data, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices;

(9) we may use third party service providers to host the Services. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;

(10) the Services may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;

(11) we do not guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with Data, hardware or software with which it might be used;

(12) we are not responsible for the integrity or existence of any Data on the Computing Environment, network or any device controlled by you or your Active Users; and

(13) we may pursue any available equitable or other remedy against you if you breach any provision of this Agreement.

(f) This clause will survive termination or expiry of this Agreement.


17 Audit and Monitoring
(a) You must keep a record of the use of and access to the SaaS Services and provide a copy of it to us upon request.
(b) We, our Personnel and any person authorised by us has the right to audit and inspect, and appoint one or more auditors to audit and inspect, any of your Systems, documents and records to your compliance with this Agreement.
(c) Upon receipt of our written notice, you must permit the audits and inspections referred to in clause 17(b) and must give such persons reasonable assistance, access and facilities to enable the auditing or monitoring by us.
(d) The Parties agree that we must bear all costs associated with any audits and inspections under this clause.


18 Termination
(a) You may only terminate your Account by emailing our support staff. You are solely responsible for properly terminating your Account. No refunds will be given upon termination in accordance with this clause.
(b) To the extent permitted by law, either Party may terminate this Agreement, if the other Party:

(1) has breached a material term of this Agreement and has failed to remedy such breach within 20 Business Days of receiving notice to do so, subject to any other express right of termination;

(2) is unable to pay its debts as they fall due.


19 General
(a) Our Services will be provided to you on a non-exclusive basis.
(b) We reserve the right at any time and from time to time to change or remove features of the SaaS Services provided that, where there is any material alteration to the functionality of the SaaS Services in accordance with this clause, we will provide you with 20 Business Days’ notice.
(c) GST:

(1) Taxable supply: If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.

(2) Adjustment events: If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued (if required), and any payments to give effect to the adjustment must be made.

(3) Payments: If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.

(4) GST terminology: The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(d) Subcontracting: We may engage subcontractors to perform the Services on our behalf.
(e) Publicity: With your prior written consent, we may use advertising or publicly announce that we have undertaken work for you, including in website testimonials and in our marketing material.
(f) Force Majeure: If we are delayed from performing our obligations due to such a circumstance for a period of at least two months, we may terminate our agreement with you by giving you five Business Days' notice in writing.
(g) Disputes: Neither Party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with a senior representative of the other Party to seek (in good faith) to resolve that dispute (unless that Party is seeking urgent interlocutory relief or the dispute relates to compliance with this provision).
(h) Notices: Any notice required or permitted to be given by either Party to the other under these conditions will be in writing addressed to the Party at the contact details on the Site. A Party may change its notice details by written notice to the other Parties. Any notice may be sent by standard post or email, and notice will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission.
(i) Delay: If the provision of the Set Up Service or other Services depends upon or includes the provision of information, materials, consents or approvals by you or your Personnel, or requires your cooperation, action or response (or that of your Personnel), you must provide that information, cooperation and those materials, consents or approvals in a timely manner. If you breach this obligation, we will be entitled to an extension of time in respect any deadline or milestone to the extent of the delay caused by you and we will have no Liability for a failure to perform the Services caused by you.
(j) Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partly) in relation to this Agreement does not operate as a waiver or prevent a Party from exercising that power or right or any other power or right. A waiver must be in writing.
(k) Relationship of Parties: This Agreement are not intended to create a partnership, joint venture or agency relationship between the Parties. Nothing in this Agreement gives a Party authority to bind the other Party in any way.
(l) Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions.
(m) Assignment: We may assign, transfer or otherwise deal with all or any of our rights or obligations under this Agreement without your prior written consent. You may not assign, transfer or otherwise deal with all or any of your rights or obligations under this Agreement without our prior written consent. Any purported dealing in breach of this clause by you is of no force or effect.
(n) Amendment: This Agreement may only be amended by written instrument executed by both Parties.
(o) Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.
(p) Governing law: The Agreement is governed by the laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any rights to object to proceedings being brought in those courts. The Services may be accessed in Australia and overseas. We make no representation that the Services complies with the laws (including Intellectual Property laws) of any country outside of Australia. If you access the Services from outside Australia, you do so at your own risk and are responsible for complying with the laws in the place you access the Services.
(q) This clause will survive termination or expiry of this Agreement.


20 Definitions and interpretation
(a) Definitions

Unless defined on the Site, the following words will mean:

ACL has the meaning given in clause 16(d);

Account has the meaning given in clause 3(a);

Active User means a participant (whether your employee or your client) who has signed up to your contest and is permitted to use the SaaS Services and is showing an Active status on the site at any time during a given plan period;

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.

Business Hours means 9am to 5pm on a Business Day;

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;

Confidential Information includes confidential information about a Party’s business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential" but does not include any information which is in the public domain other than through a breach of confidence. Our Confidential Information includes our Intellectual Property including the Software. Your Confidential Information includes the Data;

Consequential Loss includes any indirect, incidental or consequential loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any remote, abnormal or unforeseeable loss, loss of use and/or loss or corruption of data or any loss or damage relating to business interruption, or otherwise, suffered or incurred by a person, arising out of or in connection with this Agreement (whether involving a third party or a Party to this Agreement or otherwise);

Contest means "Contest" or "Tipping Competition" or "Competition"

Data means the information, documents and other data inputted by you, your Personnel or Active Users into the Software or stored by the SaaS Services or generated by the SaaS Services as a result of your use of the SaaS Services;

Fees means the fees set out on the Site, including any Website Design Fees;

Force Majeure Event means an event which is beyond a Party's reasonable control including a fire, storm, flood, earthquake, explosion, accident, act of the public enemy, terrorist act, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, transportation embargo, and strike by employees of a third person;

Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), registered and unregistered trademarks, designs (whether or not registered or registrable), circuit layouts, trade names, trade secrets, business names, customer names or internet domain names. Our Intellectual Property includes the Software;

Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory and includes the Privacy Act and the Spam Act 2003 (Cth);

Liability means any loss, liability, cost, payment, damages, debt or expense (including reasonable legal fees);

Party means either party to this Agreement;

Personal Information has the meaning given in the Privacy Act;

Personnel means, in relation to a Party, the officers, employees, contractors, sub-contractors and agents of that Party;

Plan means your plan, as outlined on the Site.

Privacy Act means the Privacy Act 1988 (Cth);

SaaS Licence has the meaning given in clause 5(a);

SaaS Service means our Software as a service as described on the Site as amended by any Website Design Services;

Services mean the services, functions and responsibilities provided by us to you as specified on the Site;

Set Up Service means the services as described on the Site to set up your chosen SaaS Service;

Software means the software used to provide any of the Services, and includes any instructions in hard copy or electronic form and any update, modification or release of any part of that software after this Agreement is entered into by the Parties;

Statutory Rights has the meaning given in clause 16(d); and

System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network.

Website Design Fee has the meaning given in clause 8(a); and

Website Design Services has the meaning given in clause 8(a);

(b) Interpretation
In this Agreement, unless the context otherwise requires:

(1) the singular includes the plural and vice versa;

(2) headings are for convenience only and do not affect interpretation;

(3) a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time; if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;

(4) the word "month" means calendar month and the word "year" means 12 months;

(5) the words "in writing" include any communication sent by letter or email or any other form of communication capable of being read by the recipient;

(6) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

(7) includes and similar words mean includes without limitation;

(8) a reference to $ or dollars refers to the currency of Australia from time to time;

(9) a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body that performs most closely the functions of the defunct body; and

(10) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it.