Product Terms

(a) (variation or replacement) a document (including this Agreement) includes any variation or replacement of it;

(b) (clauses, annexures and schedules) a clause, Schedule, Annexure, Attachment or Exhibit is a reference to a clause in, or a Schedule, Annexure, Attachment or Exhibit to, this Agreement;

(c) (references to statutes) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(d) (law) law includes common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);

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

(f) (person) the word "person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency;

(a) We give You a limited, personal, commercial, non-exclusive, non-sublicensable, non-assignable license to use the Software as provided to You by Docci.ai for period determined by Docci.ai, and for the sole purpose of enabling You to use and enjoy the benefit of the Software as provided by Docci.ai ("Permitted Purpose");

(b) the Software may be installed on a maximum number of two (2) devices per User and You may reproduce the Software solely for this purpose. If additional Users are required to use the Software, You must place an order for those additional Users; and

(c) You must not remove, hide, manipulate, alter or otherwise modify any Docci.ai branding, logo, name or any other intellectual property with respect to the Software in the comparison viewer.

(a) You may only use the Trial Software for internal evaluation purposes for the trial period specified by Docci.ai;

(b) only a limited number of Users (as specified by Docci.ai) may use the Trial Software;

(c) You acknowledge that Trial Software may not be fully functional;

(d) after the trial period, You must delete all copies of the Trial Software on Your Systems; and

(e) notwithstanding any other provision of this Agreement, we do not provide any warranty, indemnity or support in connection with any Trial Software.

(a) You may only use Embedded Software in conjunction with the Software solely for the Permitted Purpose (and not otherwise);

(b) You must not install, access, configure or use any Embedded Software (including any API, tool, database or other component of any Embedded Software) separately from the Software, whether for production, technical support or any other purpose, or otherwise attempt to gain direct access to any Embedded Software component;

(c) notwithstanding any other provision of this Agreement, You must not display, modify, reproduce or distribute any Embedded Software including but not limited to any source code provided with that Software;

(d) You must not "benchmark" or otherwise analyse performance information for individual Embedded Software elements;

(e) You acknowledge that third party licensors retain ownership of all Intellectual Property Rights in Embedded Software and that they are intended third party beneficiaries of this Agreement for this purpose and may enforce this Agreement directly against You. You will be responsible to the applicable third party licensor for any loss, claim or damage suffered or incurred by that third party as a result of Your breach of this Agreement. Docci.ai holds the benefit of the terms of this Agreement which apply to Embedded Software on trust for the applicable third party licensors to facilitate their direct enforcement (and for its own benefit); and

(f) Embedded Software may include or be accompanied by third party technology that may be appropriate or necessary for use with some Embedded Software. Such technology may be specified by Docci.ai) and is licensed to You only and exclusively for use with the Software and subject to any third party licence terms provided.

(a) use all reasonable endeavours to prevent any other unauthorised access to or use of the Software Service;

(b) promptly notify Docci.ai if You become aware of any such unauthorised access or use; and

(c) not access, store, distribute or transmit any Virus or Unlawful Material when using or accessing the Software Service.

(a) We will process Personal Data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by You from time to time.

(b) We will comply with the Australian Privacy Principles to the extent that they apply to the provision of the Software or Software Services, including by taking reasonable steps to ensure that Personal Data is protected from misuse, loss and interference, and from unauthorised use, disclosure or modification.

(c) Where relevant in relation to applicable privacy obligations, You acknowledge that You are the data controller and Docci.ai is the data processor of Personal Data for the purpose of privacy laws.

(d) You acknowledge that Personal Data may be transferred to or stored outside Your jurisdiction as part of the Software Service and You warrant that You have complied with all laws relating to privacy in respect of the disclosure or transmission of Personal Data to Docci.ai, including obtaining any required consents.

(a) use all reasonable endeavours to prevent any other unauthorised access to or use of the Product;

(b) promptly notify Docci.ai if You become aware of any breach or contravention of clause 5.1(a);

(c) not access, store, distribute or transmit any Virus or Unlawful Material when using or accessing the Product; and

(d) except as expressly provided by this Agreement, assume all responsibility for results obtained from the access or use of any Product, or any component thereof, and for all conclusions drawn from that access or use.

(a) provide Docci.ai with all necessary co-operation and access to such information that we may reasonably require, including Your Data, security access information and configuration information;

(b) comply with all applicable laws and regulations;

(c) in a timely and efficient manner, carry out all responsibilities set out in the Agreement and any other responsibilities that we reasonably require;

(d) ensure that Users access and use the Products in accordance with the Agreement;

(e) ensure that Your System and networks comply with relevant specifications provided by Docci.ai from time to time;

(f) ensure that You and each User keeps a secure password for their use of the Product and keeps such password confidential; and

(g) secure the performance by third parties of any obligations to You which affect Docci.ai's ability to provide the Products.

(a) all Intellectual Property Rights in and to the Products, including any Updates, will remain owned by Docci.ai (or its licensors);

(b) You will do all things that we reasonably request in order to perfect such ownership; and

(c) You must not delete, obscure or modify any copyright or other proprietary rights notices or disclaimers displayed on or part of any Product.

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any Product in any form or media or by any means;

(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any Product;

(c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit all or any part of any Product, or otherwise obtain, assist or make all or any part of any Product available to any third party except Authorised Users;

(d) use in any Product in any situation where failure or fault of any kind of the Product could lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). The User is not licensed to use any Product in, or in conjunction with, High Risk Use. High Risk Use is strictly prohibited, and includes, for example, the following: aircraft or other modes of human mass transportation, nuclear or chemical facilities, and medical devices;

(e) modify or alter any licence protection mechanisms or try to circumvent them or the usage rules they are designed to enforce; or

(f) use any Product through automated means.

(a) provide such information for the purposes of assessing and enhancing Your use of the Software, including information with respect to:

(b) allow Docci.ai (or any third party nominated by Docci.ai) to audit Your use of the Software in order to determine whether You are complying with all of the requirements set out in this Agreement. You must provide access to Your Systems, systems, facilities, personnel, information and records as reasonably required for the purposes of carrying out such an audit.

(a) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note;

(b) if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and

(c) this clause 7.2 does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the GST Act.

(a) the price to be received for a taxable supply then, for the purposes of that calculation, the price is reduced to the extent that it includes any amount on account of GST; and

(b) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

(a) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 7;

(b) "GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and

(c) each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as though it is a separate supply.

(a) You have full capacity and authority to enter into and to perform this Agreement; and

(b) this Agreement will constitute legal, valid and binding obligations on You.

(a) All Docci.ai Systems, Products and APIs are provided to You on an "as is" and "as available" basis. To the maximum extent permitted by law, except as expressly set out in this Agreement, Docci.ai excludes all conditions, representations, warranties and statutory guarantees, whether express or implied and including any implied warranties of merchantability or fitness for purpose, in relation to Docci.ai Systems and Products and the other subject matter of this Agreement.

(b) If a condition, representation, warranty or statutory guarantee cannot, by law, be excluded in accordance with clause 9.1(a), then to the extent permitted by law Docci.ai limits its liability in relation to that condition, representation, warranty or statutory guarantee to:

(a) To the maximum extent permitted by law, the aggregate liability of Docci.ai in connection with this Agreement (whether in contract, tort (including negligence) or otherwise) is limited to the greater of A$10 and the amount of the fees actually paid by You to Docci.ai in the one (1) month period before the event giving rise to the liability, minus any amounts previously paid by You to Docci.ai in discharge of liability under or in connection with this Agreement.

(b) We will not be liable for any indirect, special or consequential damages (being damages other than damages that may fairly and reasonably be considered arising naturally or directly from the event by which they are caused) arising out of or in connection with this Agreement, including (without limitation) damages for loss of profit, loss of opportunity, loss of anticipated savings and loss resulting from third party Claims.

(a) You must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the information except in the circumstances permitted in clause 10.1.

(b) Where You disclose Confidential Information if required to do so by law, You must notify Docci.ai of the requirement to make the disclosure as soon as practicable and will provide any assistance reasonably requested by Docci.ai in order to limit the nature and extent of the disclosure required.

(a) all outstanding fees and charges payable by You will immediately become due and payable;

(b) all rights and licences granted under this Agreement will cease and You must stop using Docci.ai Systems and Products; and

(c) You must, if requested, either destroy, permanently delete or return all copies of any Software then in Your possession or control.

(a) This Agreement constitutes the entire Agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

(b) Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty not expressly set out in this Agreement.