INSOMNIAR PTY LTD (B2B) grants to you, the Client named, or to be named, in the Registration form (you), a non-exclusive, non-transferable licence to access and use B2B’s Software as a Service (SAAS) on the following terms (Terms).
1.1 'Agreement' means this Client End User License Agreement (ClEULA)
1.2 'Client' means you, the end-user of the Software for the purpose of registering your attendance at the Customer site or sites.
1.3 'Customer' means the party with whom there is a commercial contract for the purposes of providing this SAAS.
1.4 'Website' means the website from which B2B makes the SAAS available, specificied by internet domain name '2visit.me'.
1.5 'Personal Data' means all data you make available to B2B, through the Website and forms provided therefrom.
1.6 'Intellectual Property Rights' means any service mark, copyright, moral rights, right in a design, know-how, confidential information and all or any other intellectual or industrial property rights.
1.7 'Normal Business Hours' means 6.00am to 11:59pm, Monday to Saturday other than public holidays in Brisbane, Australia (GMT+10).
1.8 'Services' means the hosting, support and other services set out on the Website.
1.9 'Software' means the B2B SAAS, as updated by any subsequent releases, but excludes any third-party software.
2.1 Your right to access and use the Software commences on the date that the Customer first gives you access to the Software and will continue until terminated with the Customer in accordance with the Terms stipulated in the Customer Agreement, or terminated by the Customer.
2.2 You must use the Software in accordance with the operating procedures set out below in this Agreement.
3.1 You must:
a) not circumvent or disable the Software;
b) not undermine the security and integrity of B2B's or the Customer's systems;
d) not impair the functionality of the Software or any other users' ability to use the Software;
e) provide accurate and reliable information in the fields specified in 'Register' form and subsequent workflow pages;
f) accept responsibility for the data provided in relation to any third parties (dependants).
3.2 You will:
a) use the Software at your own risk;
b) be responsible for your internet connection, device configuration and usage of the Software;
c) be responsible for determining that the Software meets your needs;
d) provide B2B with information so that B2B can perform the Services for the Customer.
4.1 You own all Intellectual Property Rights in the Personal Data, but B2B may use the Personal Data to perform its obligations under these Terms;
4.2 B2B owns all Intellectual Property Rights in the Software excluding any third-party software;
4.3 You are responsible for ensuring that B2B has the right to use the Personal Data. B2B will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Personal Data by the Client or Customer.
4.4 B2B will store and use Personal Data in accordance with B2B’s Privacy Policy, which can be viewed at the Website.
4.5 B2B will provide your Personal Data to the Customer.
4.6 B2B will provide your Personal Data to any Government entity in the Local, State, or Federal jurisdiction in which the data was provided where such a request is received it in writing, either directly or through the Customer.
4.7 Personal data will be retained for the longer of either a maximum of three (3) months, or as long as may be required by the Federal Australian Government for the purposes of contact tracing as may vary over time.
5.1 The Software is provided on an "AS IS" basis without warranty of any kind. B2B does warrant that the functions in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error-free. The risk as to the quality and performance of the Software is with you;
5.2 All representations or warranties (statutory, express or implied) except any that may not be lawfully excluded, are expressly excluded;
5.3 In no circumstances will B2B will be liable for any loss of profits or for any consequential, special, indirect or incidental loss or damages, however caused, arising out of your use of the Software.
6.1 You agree to indemnify, defend and hold harmless B2B, its partners, affiliates, contractors, licensors, officers, directors, employees and agents from all claims, damages, costs and expenses (including reasonable legal fees) arising directly or indirectly from your acts or omissions in connection with using the Software or any breach by you of the terms of this Agreement.
7.1 You will provide accurate and reliable information in the fields specified in 'Register' form and subsequent workflow pages;
7.2 You will not provide or attempt to provide any malicious code into the fields specified in 'Register' form and subsequent workflow pages;
7.3 You will follow the natural workflows provided by the Website's forms.