Table of Contents

1. Overview of Terms and Conditions
2. Definitions
3. Payment
4. Subscription to the Services
5. Suspension or termination of Subscription
6. Authority to Use information
7. Communications Between You and Us
8. Your Regulatory Responsibilities
9. Non-Transferable License
10. No Assignment
11. Termination of Your Subscription
12. General Practices Regarding Use of the Services
13. Website Disclaimer
14. Disclaimer of Warranties
15. Our Proprietary and Confidential Information
16. Transferability
17. Support Service
18. Fair Play Promise
19. General Indemnification
20. Liability
21. Notices
22. Severance and Contra Proferentem
23. Legal Advice
24. Privacy Policy

We are very serious about providing great services to You that improve Your life and are safe, reliable and constantly improving. Your use of Our online Picture Framing and CRM software, web site and any other services we offer ("Services") is subject to the following terms and conditions ("Terms"). You agree to accept and be bound by these Terms when You register as a Subscriber on the Website.

We reserve the right to vary these Terms from time to time. Any variations to these Terms will be published on the Website and will be effective immediately upon the date they are published.

These Terms are governed by the laws of Queensland and all parties submit to the non-exclusive jurisdiction of the courts of Queensland.

These Terms supersede any prior agreements entered into between You and Us concerning the Services.

In these terms:

"Consulting Service Fees" means Our fees for services which are specifically requested by You and provided by Our staff and which do not form part of the Subscription.

"Owner" is the title given to the User who registered the Subscription.

"Password" means a confidential alphanumeric nominated by You in order to access to the Services.

"Service Subscription Fees" means the fee payable for Your Subscription to the Services, charged in accordance with the rates published by Us on the Website in respect of the Subscription Plans.

"Services" means the I-FRAMER Picture Framing Software Services which are accessed via the Website by You.

"Subscriber" means You.

"Subscription Fees" means the Services Subscription Fees and/or the Consulting Service Fees. We reserve the right to change the amount of the Subscription Fees at any time by posting a notice on the Website. In that event, the amount of the Subscription Fees will change on and from the date that is 14 days after the notice is posted to the Website.

"Subscription Plans" means the subscription plans available for selection as advertised and detailed on the Website. "User" means any person You nominate (if You choose to do so), from time to time, to Us to use the Services under Your Subscription. This includes any and all staff members who are added as a User in the Services.

"We, Us or Our" means I-FRAMER.

""Website" means www.i-Framer.com.au or such other domain name that is maintained by I-FRAMER for the purpose of providing the Services.

"You and Your" means the Subscriber to the Services and includes a User.

"Your Subscription" means the Subscription Plan to which You elect to be subscribed when you register for the Services.

"I-FRAMER" means I-FRAMER Pty Ltd ACN 151 806 941.

You agree to pay all Service Subscription Fees for the Services.

You also agree to pay all Consulting Service Fees for staff services if any are specifically requested by You and provided by Our staff.

You agree to pay all foreign, Commonwealth, State and Local Government, state taxes applicable to Your access, use or receipt of the Services, which taxes will always be disclosed by Us to You clearly in advance.

If You fail to pay the Subscription Fees for the Services by the Expiry date, We reserve the right to restrict access or "lock" all files that belong to Your Subscription. When Your Subscription is locked, all Users will be unable to view, edit or add any data to the files that belong to Your Subscription. Full access to Your Subscription will be restored upon receipt of all unpaid Subscription Fees.

Any voucher, coupon, discount or any other offer used by to pay for Your Subscription in lieu of payment can only be used once. Where there isn’t an expiry identified it is valid for only 30 days from the date of the offer or notice date.

If We are required to collect overdue fees from You, You agree to pay all reasonable costs (including legal fees on a solicitor and own client basis), if any, incurred by Us in recovering or attempting to recover those overdue fees from You, and to pay a late charge on any overdue fees at Our bank’s business cheque account overdraft rates.

You agree to pay all Service Subscription Fees for the Services.

In order to subscribe to the Services, You must register as a Subscriber on the Website.

You may do so by using Our Website registration page or any other registration document provided by Us. As part of your registration, You must provide correct information about You, list Your nominated Users and You must at all times maintain and update such information to keep it accurate and complete. Depending upon Your Subscription, You may designate a number of Users to have access to Your Subscription and You may provide and assign access and passwords to such Users.

When You subscribe to the Services, You must nominate a Password. You will be responsible for maintaining confidentiality of any Password and other access information used by You and Your Users. You acknowledge that the internet is an open system and We cannot and do not warrant or guarantee that third parties cannot or will not intercept Your information.

We may, at our sole discretion, suspend and/or terminate Your Subscription and/or refuse Your use of the Services if:

We will not be liable to You for any loss or damage suffered by You as a result of Us enforcing Our rights pursuant to this clause.

You authorise Us to use extracts from service related communications between You and Us on Our website (typically on the testimonials page) and other promotional material. In doing so, We may include Your business name, market segment and a link to Your Website (if You have provided one to Us). We agree not to use information that we consider to be confidential to You, and we will focus on service quality and customer experience in the use of Our products. You agree that You are not entitled to receive payment or reward from Us for Our use of that information pursuant to this clause.

We reserve the right to contact You by web page, email, fax, post, internet chat, phone text messaging (SMS) or telephone (or other means in the future as they are developed from time to time) to communicate important information regarding Your use of the Services.

Your regulatory responsibilities will vary from country to country and are Your responsibility to identify and comply. Our Services are tools to help You summarise Your financial transactions. The Services are not tax remittance or return preparation of any type. They are also not tax or financial advice or recommendations of any kind. You are responsible for obtaining your own tax or financial advice, and for remitting any tax returns and any other Government lodgements and/or forms.

We grant You a non-transferable, non-exclusive and terminable licence to use the Services pursuant to these Terms. At all times, title and ownership of the Services will remain with Us. You agree not to copy (or allow a third party to copy), modify, create a derivative work, reverse engineer or reverse assemble, disassemble, or decompile Our software, or any other action to allow its whole or partial re-use by You or any other party.

You are licenced for the number of Users specified in Your Subscription. In the event of an upgrade, the licence hereby granted shall automatically transfer to the new version. All rights in respect of the original version shall lapse and no further use of same shall be permitted.

The licence granted by this agreement is effective until suspended or terminated by Us or by You ceasing to make payments to Us for the Subscription.

You may not assign this agreement or any of Your rights or obligations under this agreement, in whole or in part, without Our express written consent.

You may terminate Your Subscription to the Services by not renewing at Your next Expiry Date. In the event of termination by Us or You, You will not receive a refund of any monies paid to Us.

In the event You choose to end Your Subscription but You would like to keep Your data, You may export it using the export functions provided in the Services or We can provide CSV file(s), or equivalent, at a reasonable cost of not less than $US99 plus GST per file. We reserve the right to charge for time and materials if Your request is unusual and this is decided at Our sole discretion.

We may establish general practices and limitations that apply to Your use of the Services. You acknowledge that We reserve the right to change these general practices and limits at any time, at Our discretion. You also acknowledge that We reserve the right to disable accounts that are inactive for an extended period of time, and that We may log off (also referred to as sign off or sign out) Users who have been inactive for a reasonable period of time or for the purposes of conducting reasonable system maintenance and repairs. You also acknowledge that We reserve the right to disable or change features of the Services if those features are infrequently used by Our customers, including You, or if at Our sole discretion those changes are deemed necessary.

You assume all risks concerning the suitability and accuracy of the information within the website and publications. The website (and pages) and publications may contain technical inaccuracies or errors.

We bear no responsibility for and disclaim all liability for any such inaccuracies, errors, or omissions in the website and publications and in any other referenced or linked documents.

We will, from time to time, alter information in the website which contains pricing, market information, and/or product specifications, and these product offerings may not be relevant to, or available in, Your country (as specified by You).

The Services contains links to other third-party sites which are not under Our control or responsibility. We are not responsible for the content on any linked web sites. If You access a third- party site from the Website, then You do so at Your own risk. We are only providing these links for a convenience to users. The inclusion of any link does not imply that We endorse or accept any responsibility for the content or services of those third-party sites. The Website will contain information as a guide only and is not legal, taxation, financial or investment advice and is not suitable to be relied on by You as such advice. You should obtain Your own professional legal, financial and investment advice.

The Services (including all content, software, functions, and operational hosting services) are provided "as is", without warranty of any kind. We expressly disclaim all warranties of any kind, whether express or implied, including without limitation, title, security, accuracy, uninterrupted timely and error free service, errors in software will be corrected, service will meet user requirements, damages or injury caused by any failure of performance, computer virus, communication failure and unauthorised access.

You acknowledge and agree that the Services contain proprietary and confidential information that is protected by intellectual property and other laws. You agree not to loan, modify, lease, sell, distribute or create derivative works based on the Services. You agree not to use or display any I- FRAMER trademarks, logos, product and services names, associated trademarks, trading names, URL’s, or other I-FRAMER material of any form (including any derivations) without Our written approval. If You do so we have the rights set out in clause 5 of this agreement.

You must not, without our prior written consent, assign, sell, distribute, lease, rent, lend, sub-license, or transfer Your Subscription to the Services or the licence granted by this agreement.

We claim no intellectual property rights over the material submitted, posted or displayed by You during Your use of the Services. However, it may be used in anonymous aggregated form (where it is aggregated in part or full with other subscribers) and that by You setting pages, posts, transactions and/or any other data to be shared publicly, You agree to allow others to view and share Your content.

If You instruct Us to mark any information on Our Services for deletion (or deactivation) You acknowledge You are instructing Us and authorise Us to delete it permanently at a time or date of Our choosing. If You instruct Us to delete information and wish to change or revoke that instruction You acknowledge that a) You must make that specific request in writing; and b) we do not guarantee the ability for Us to restore that information as it has been permanently deleted; and c) we may charge You (and You are obliged to pay) professional services hourly rates (similar to any other tier one finance or technology professional services rates) for any investigation and also for any attempt at restoring any information; and d) we may provide You that information in a form of Our choosing although we will normally restore it inside the application.

You agree that Our data management practices (including but not limited to marking data for deletion, permanent data deletion, restoration, backup, indexing, retrieval, archiving, importing, exporting or other data copying, moving or protecting services) may not be appropriate for You or Your financial management responsibilities and that Our processes for data management may change at Our sole discretion.

The Support Service is only available to You if Your Subscription is current and paid in full.

The Support Service encompasses product use support and technical support where issues arise regarding Your use of the Services.

We reserve the right to limit the time spent on email and telephone support calls to 10 minutes or less for a single support enquiry at Our discretion.

If We deem the Support Service is being used in an unethical, abusive or fraudulent manner then We may terminate your access to the Support Service.

Members of the Support Team do not provide any advice on legal or accounting or taxation issues. Assistance in how to use the Services is not accounting or taxation advice but rather is general educational information that may or may not meet Your specific requirements. The Support Service is for basic usability and functionality queries. Internet, network, hardware, software inquiries relating to third party providers cannot be resolved by Us.

Our Support Team will deem if the inquiry falls within the nature of the Support Service. The availability and response time of members of the Support Team may be affected by call or email volumes, server maintenance and upgrades relating to new releases. You agree to provide the Support Team with access to Your information in order to resolve support issues. This will normally be granted by You in writing on a case by case basis either via email or via an invitation sent using the system or via other written means however We reserve the right to access without Your specific approval if We deem it necessary.

Our Fair Play Promise is a policy that ensures We deliver to You consistent value and service as a paying Subscriber. We will –

1. Limit the resources (such as Users or other resources) You are allowed to use to a reasonable amount for the subscription level You are paying for.

2. Allow You to add Users as long as the number of Users added doesn’t exceed the level of Users as per Your subscription.

3. Set limits for the common good in order to prevent one User inadvertently using excessive resources that should be shared with other Users. We may restrict such limits as image file sizes to upload

4. Terminate Your access to the Services if You exceed Your limits or abuse the Services or Our staff or communication channels in any way.

5. Tell You well in advance (normally) if You breach any limits and we will give You the option of reducing Your usage back below the limit or upgrading to a more appropriate plan.

6. Be flexible and try to give You the benefit of the doubt so we will normally not prevent You doing business if You breach limits briefly and return to within limits in a reasonable time.

7. We reserve the right to vary prices or features for all customers (including free users) at any time but will always try to give You reasonable notice and try to improve Your service overall rather than reduce it.

8. Monitor Your use of the system and ensure allocation of resources between Users is fair using points which may be adjusted at Our discretion in the event You abuse the system.

You agree to defend, indemnify and hold Us harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorney’s fees) arising from Your violation of this agreement or any third-party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation survives any termination of this agreement. Our liability will not exceed the commission amount due to You.

Your use of the Services is entirely at Your own risk. We are not responsible for any adverse consequences arising out of Your use of the Services.

We will not be liable to You, Your Users, or any third party for special, consequential, incidental, indirect, tort or damages, including, without limitation, damages resulting from:

Our liability for all claims of any kind arising out of or relating to this agreement shall be limited solely to money damages and shall not exceed the amount of commissions due You.

You agree to indemnify, defend, and hold Us harmless from and against any and all claims, proceedings, damages, liability and costs (including legal fees on a solicitor and own client basis) incurred by Us as a result of any claim arising from Your violation of these Terms, State or Commonwealth law or regulations, or any third party’s rights including but not limited to infringement of copyright, violation of any proprietary right and invasion of privacy rights. These obligations survive termination of the Services.

Any notice required to be given from Us to You shall be deemed properly given and effective:

(i) when reduced to writing and sent to the e-mail address specified in Your registration, OR (ii) fifteen (15) days after being posted to the portion of the Website which relates to the Program.

Any notice required to be given from You to Us shall be deemed properly given and effective when reduced to writing and delivered to the customer support e-mail address specified on the Website.

If a provision of this agreement is void or unenforceable it must be severed from this agreement and the provisions that are not void or unenforceable are unaffected by the severance.

The contra proferentem rule and other rules of construction will not apply to disadvantage a party whether that party put the clause forward, was responsible for drafting all or part of it or would otherwise benefit from it.

You acknowledge that prior to Your acceptance of these Terms, You obtained, or were given an opportunity to obtain, independent legal advice and independent financial advice regarding the content and the effect of this agreement.

Our privacy policy is contained on our website https://public.i-framer.com