1. DEFINITIONS

"Agreement"

means these Terms of Use.

"Products"

means software products developed by YearOne, including YearOne PowerLink, Cloud270, and customisations created by YearOne personnel including reports, dashboards, solutions and mobile apps.

"Total Monthly Payment"

means the monthly fee payable by You for access to the Products.

"Website"

means the Internet site at the domain www.yearonesoftware.com or any other site operated by YearOne.

"YearOne"

means YearOne Software Pty Ltd.

"You"

means the Subscriber to the Products. "Your" has a corresponding meaning.

2. USE OF SOFTWARE

On full payment of Your Total Monthly Payment, YearOne grants You the right to access and use the relevant Products at your location on your computer network.

1. Increases to Total Monthly Payment:

   YearOne has the right to reasonable increases in the Total Monthly Payment at any time to reflect material increases in the consumer price index, interest rates, government charges or taxes, or such like. YearOne will notify Your nominated billing contact via email in the event of such increases.

2. Commissions:

   You agree to YearOne paying commissions or fees to any consultant, broker, agent or other person who introduces You to the Products.

3. YOUR OBLIGATIONS

1. Payment obligations:

   The Total Monthly Payment is paid monthly in advance by direct debit from your nominated company bank account or credit card. Once paid, the monthly amounts are not refundable for any reason. An invoice for the Total Monthly Payment will be sent by email to Your nominated billing contact. YearOne will continue invoicing You monthly until this Agreement is terminated in accordance with clause 7.

2. Indemnity:

   You indemnify YearOne against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to YearOne, including (but not limited to) any costs relating to the recovery of any Total Monthly Payments that are due but have not been paid by You.

4. INTELLECTUAL PROPERTY

1. General:

   Title to, and all Intellectual Property Rights in the Products, the Website and any documentation relating to the Products remain the property of YearOne.

2. Ownership of data:

   Title to, and all Intellectual Property Rights in, the data remain Your property. However, Your access to the data via the Products is contingent on full payment of the Total Monthly Payment.

5. WARRANTIES AND ACKNOWLEDGEMENTS

1. Acknowledgement: You acknowledge that:
   1. The provision of, access to, and use of, the Products is on an "as is" basis and at Your own risk.
   2. YearOne does not warrant that the use of the Products will be uninterrupted or error free. Among other things, public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Products. YearOne is not in any way responsible for any such interference or prevention of Your access or use of the Products.
   3. It is Your sole responsibility to determine that the Products meet the needs of Your business and are suitable for the purposes for which they are used.
   4. You remain solely responsible for complying with all applicable accounting, tax and other laws.
2. No warranties:

   YearOne gives no warranty about the Products. Without limiting the foregoing, YearOne does not warrant that the Products will meet Your requirements or that they will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

6. LIMITATION OF LIABILITY

1. To the maximum extent permitted by law, YearOne excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Products.
2. If You are not satisfied with the Products, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 7.

7. TERMINATION

1. No-fault termination:

   These Terms will continue for the period covered by the Total Monthly Payment paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the Total Monthly Payment, unless either party terminates these Terms by giving notice to the other party via email at least 10 days before the end of the relevant payment period.

2. Breach:

   If payment of any invoice for Total Monthly Payments due is not made in full by the relevant due date, YearOne may suspend or terminate Your use of the Products.

3. Accrued Rights:

   Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

   1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
   2. immediately cease to use the Products.

8. GENERAL

1. Entire agreement:

   These Terms, together the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and YearOne relating to the Products and the other matters dealt with in these Terms.

2. Waiver:

   If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3. Delays:

   Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4. No Assignment:

   You may not assign or transfer any rights to any other person without YearOne’s prior written consent.

5. Governing law and jurisdiction:

   The laws of Queensland, Australia govern this Agreement. The parties submit to the non-exclusive jurisdiction of the laws of Queensland, Australia.

6. Severability:

   If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

7. Notices:

   Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to YearOne must be sent to moc.erawtfosenoraey@text for confusiontroppus or to any other email address notified by email to You by YearOne. Notices to You will be sent to Your nominated billing email address.

8. Rights of Third Parties:

   A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.