TERMS AND CONDITIONS OF SERVICE

Revised by Igneous Tech on 13-April-2021

Definitions

All defined terms in this Agreement have the meaning assigned to them by the Definitions set out herein:

ACN means Australian Company Number, as defined by the Corporations Act 2001 (Cth).

ABN means Australian Business Number, as defined by A New Tax System (Australian Business Number) Act 1999 (Cth).

Agreement means the terms and conditions contained in these Terms and Conditions of Service herein, together with any quotation, order, invoice or other agreement document or amendments expressed to be supplemental to this Agreement, which include but are not limited to, the IGT Privacy Policy and the IGT Terms and Conditions of Service.

Subscription Manager means a person who from time to time has purchased a Licence for the Services, or has used a trial version of the Services, or has otherwise accessed the Services.

Customer means an entity or person acting in their own capacity or on behalf of and with the authority of a company, who IGT has given access to the Services. If a Customer is requesting Services on behalf of their business, employer, or other organisation, then the Customer is taken to have been duly authorised to act on behalf of their employer or that entity, and this Agreement will be binding on that person or entity as well.

Confidential Information means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Agreement, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, User information (including Personal Information), and pricing details.

IGT means Igneous Partners Pty Ltd ACN 644 390 330 ATF Igneous Partners Trust, established in AUSTRALIA, its successors and assignees, or any person acting on behalf of and with the authority of IGT.

Licence means a non-transferrable licence provided at the sole discretion by IGT from time to time to Subscription Managers for the purposes of accessing the Software, Services, Website, Online Servers, or any combination thereof.

Online Servers means computer terminals which by way of a remote internet connection can transmit information to and from a personal computer or mobile devices for the purposes of providing the Services.

Personal Information means information that could be used to identify a person, including but not limited to name, address, date of birth, occupation, financial account information, electronic contact details (such as email), and other contact information.

Services means all products and services provided by IGT including, but not limited to, desktop software, mobile app software, web software, support, the Online Servers, training, and the Software.

Software means any computer code, process, information or other material which can be run on a desktop, mobile or other device, and which IGT provides for use in accessing the Services, including but not limited to Paradigm, sub-terra, and Blackfort Licensing.

Territory means the locale which is permitted by agreement with IGT.

User means any user of the IGT Website, Online Servers, Software, or Services, whether they are a Subscription Manager or not.

Website means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical user interface.

    Binding Agreement

  1. If a person purchases a Licence or accesses the Services, or uses the IGT Website, then that person is a User who agrees and warrants that:
    1. the User is least 18 years of age;
    2. the User has the power to enter into this Agreement on behalf of themselves or any natural person or other entity they represent;
    3. the Services and all associated Confidential Information is developed and owned by IGT, who also hold all copyrights to the same; and
    4. this Agreement, the IGT Privacy Policy, and any other document provided by IGT for the purposes of issuing a licence or providing the Services:
      1. constitutes the whole of the agreement between the parties, and extinguishes all previous agreements, prior versions, and understandings between IGT and the User whether written or oral; and
      2. creates binding and valid legal obligations upon the User.
  2. IGT reserves the right to change any of the Terms and Conditions displayed on their Website (including this Agreement) at any time by making them available on the IGT Website or by way of a notification through the Software. By continuing to use this Website or Services, it shall be deemed that any User agrees to be bound by the amended terms and conditions from the date the amended conditions are published on this Website or on the Software.
  3. Users acknowledge and agree that the filing of a claim against IGT (if any) must be made in the State of Queensland in the court jurisdiction in which IGT’s principal business premises in Australia is domiciled, and that any legal proceedings will be conducted in English.
  4. Parties to this Agreement agree to indemnify and release each other from any loss or damage, including consequential loss or liability as a result of any circumstance beyond that party’s control and which could not have been remedied or prevented by the affected party, including but not limited to:
    1. act of God, extreme weather, explosion, bush fire, landslide, flood, earthquake, or disease;
    2. act of public enemy, war, terrorist acts,) sabotage, blockade, riot, insurrection, civil commotion, epidemic or war;
    3. embargo, power shortage, water shortage, fuel shortages, or satellite or ISP disruption; and
    4. strikes or other industrial action.

    5. Supply of the Services

  5. IGT makes no representation that Services offered are appropriate, available or suitable for any User. IGT does not provide the Website or the Services on any other basis than "as is", and does so without any warranty or condition, express or implied. To the extent permitted by law, IGT specifically disclaims any implied warranties of title, fitness for a particular purpose, and non-infringement.
  6. All software and other material provided to Users by IGT is provided by way of a revocable License for use within the period of time outlined in the relevant subscription or contractual agreement. Nothing in this Agreement or any other communication thereafter shall be construed to constitute a sale or transfer of ownership of any product, Confidential Information, or tangible asset in any way associated with the Services to any User.
  7. Use of the Services is restricted to Subscription Managers and their approved list of Users, and that usage is regulated by the limits outlined in that Subscription Managers’ subscription or contractual agreement, and this Agreement.
  8. A User may not transfer, share, distribute, copy, or give access to the Services using their Licence to anyone without the written consent of IGT.
  9. Users acknowledge and agree that where this Agreement or their subscription or contractual agreement permits the assigning or distribution of Licenses
    1. Users will only do so for installation and use of the Services on machines owned by their company, and for use within the designated Territory associated with the contract/subscription.
    2. they will not issue any licence to any person who is not an employee, director or agent of their company, or to any third-party company; and
    3. any person who uses the Services pursuant to that distribution is aware of, and agrees to these Terms and Conditions.
  10. 10. Users further agree that they will fully indemnify IGT for any loss or damage which arises out of, or results from, a person or entity misusing a Licence which was distributed by a User pursuant to this Agreement.
  11. Users may not charge or recover any monetary or non-monetary consideration for the distribution of a licence for Services, and shall agree to pay IGT without set off or counterclaim the value of any consideration received for the distribution of licenses for the Services, except with the written agreement of IGT.
  12. IGT reserves the right to assist with the management of any Licenses provided in accordance with this Agreement, without any notice to Users, for the purposes of providing support to Users where needed.
  13. Access to the Services requires internet connectivity and communication with various online services provided by IGT to validate Licenses and operate. Due to the nature of online services and circumstances out of our control, IGT does not guarantee that the Online Servers will remain operational at any time.
  14. Users agree to release and indemnify IGT from any liability associated with a failure to access IGT’s Online Servers. If the Online Servers will be inoperable for more than a 14-day period, IGT agrees to notify all Users in writing of the issue and IGT’s current plans to fix the error. IGT may also offer, at their sole discretion, an ex gratia payment or extension of time for access to a Licence to reflect the downtime period.

    15. Term

  15. If no contractual period is explicitly specified in a subscription or contractual agreement, then the term for which a User may use a Licence for Services is:
    1. if access is provided on a trial basis: 30 days from the date of first accessing any of the Services; and
    2. if access was provided by way of a paid subscription: 1 year from the date the licence for Services are first issued, or upon request by the relevant payee for the Subscription Manager, User or any of their employees, agents, or related entities.
  16. When a Licence expires or is revoked, all Users of that Licence agree:
    1. to immediately cease using the Services;
    2. they will remove all Software from their computers or personal records, and that they shall remain bound by the terms of this Agreement until they have done so.
  17. Users agree that upon demand by IGT, they will pay IGT for any unauthorized usage of the Services after the date their Licence was terminated at the full rate of a yearly subscription for every twelve-month period that the Services were accessed in.

    18. Terms of Use

  18. The grant of a Licence for Services does not include any right to alter, edit, modify or adapt the Services, Software or their distribution methods from the original form in any fashion, unless required by applicable law and expressly agreed to by IGT in writing.
  19. Users and their employees, agents and related entities must not, and shall not induce any third party to, or attempt to, decompile, de-obfuscate, or reverse engineer the Software, hardware, or other material provided by IGT to operate the Services, except as expressly set out in this Agreement.
  20. IGT may provide training regarding the functionality and limitations of the Services at their sole discretion. Training is required to use the Services at their full capacity and Users acknowledge that if they do not undergo training with the Services, then they release and indemnify IGT for any loss or damage that might arise from user error, mistake, or misapprehension as to the services offered.
  21. The Software performs calculations using approximations and modelling, and cannot account for all field conditions. Professional judgment must be exercised by all Users. All Users agree to fully release and indemnify IGT for any loss or damage in the event that the output of the Software or the Services do not accurately reflect the particular circumstances.
  22. The Software will automatically search for, and advise Users of, any updates to a newer edition from time to time. IGT recommends updating to the newest version of the Software. Users agree that they will allow the Software to be updated from time to time, and indemnify IGT for any error, and all loss or damage which arises directly or indirectly as a result of a Software update, or in the event the User does not update the Software.
  23. IGT further confirms that it does not:
    1. provide, manage, direct, control, or guarantee the suitability of any output produced using the Services;
    2. guarantee the truth or accuracy of any aspect of any information provided by any third party used in conjunction with the Services, including but not limited to data, representations or identifying details of the User of the Services;
    3. present the Software as being free of error, malfunction or bug, and Users agree that in accessing the Services they will:
    4. ensure that the output is reviewed by a qualified engineer for inconsistencies and errors; and
    5. release and indemnify IGT for any loss or damage and any claim brought by the User or a third party who relied upon any output of the Software if that output was not reviewed by a professional engineer.
  24. From time to time, IGT may operate a message board, or other method of digital communication (“Community Messaging”) which will allow Users to send messages, and read messages sent by other Users. Each User of Community Messaging agrees and acknowledges that:
    1. IGT does not control content posted by Users, and is not liable for any loss or damage caused by:
      1. a User (“Sender”) posts a message on IGT’s Website and another User (“Recipient”) uses IGT’s website to view that message and use the information therein to the detriment of the Sender; or
      2. a message is sent which contains Confidential Information or Personal Information of a User, and IGT does not remove that message
    2. If IGT is notified of a message which was sent by a User, and the User to which that message pertains to believes it should be removed, IGT may remove that message in their sole discretion. IGT shall not be liable for any loss or damage for the removal or non-removal of that message.
  25. IGT strives to offer support to all of our customers and their issues relating to our Services but offers no guarantees that we will provide such support or that we will be able to achieve success.

    26. Termination of a Services

  26. IGT may, without notice to any User, and at any time, revoke any Licenses that are held by any Subscription Manager where IGT reasonably believes that the User or Subscription Manager are in breach of this Agreement.
  27. IGT reserves the right to refuse access to the Services to anyone for any reason at any time. In the event that IGT believes that they can no longer offer a User the Services, IGT will give the User notice in writing of the decision to revoke access to the Services within 24 hours of that decision.
  28. Users agree to release and indemnify IGT from any Claim for a refund or repayment of any amount paid for a Licence, and acknowledge that payment for a Licence or subscription provided by IGT is without any express or implied warranty of access to the Services.
  29. If a Licence is revoked or access to the Services is terminated or blocked by the decision of IGT, then IG will at their sole discretion consider any reasonable request for an ex gratia payment in lieu of any time remaining on any subscription, after deduction of any set-off or counterclaim and payment of reasonable administration fees.

    30. PRIVACY POLICY

  30. This Privacy Policy describes how IGT handles a user’s personal data, and sets out the rights and obligations that users and IGT have in relation to their personal information.
  31. By accessing IGT’s website, Services, Software or Online Servers, Users accept and agree to the terms and conditions of this Agreement as it relates to the collection of Personal Information or Confidential Information.
  32. Continued use of IGT’s Website, Software, Services, or Online Servers after withdrawal of consent to this Agreement (and in particular, IGT’s right to collect and store information) permits IGT to treat the use as an ongoing acceptance of the Privacy Policy, and Users agree to release and indemnify IGT for any information collected by IGT because of their continued access.
  33. Users represent and warrant that their use of this Website will comply with all applicable laws and regulations including but not limited to, EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”) and the Australian Privacy Policy Act 1988 (“the Privacy Act") (including the Privacy Amendment (Notifiable Data Breaches) Act 2017) or any other applicable laws.
  34. IGT acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Privacy Act”) including Part IIIC of the Privacy Act, Privacy Amendment (Notifiable Data Breaches) Act 2017 (“NDB”), and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”).

    35. Collection & Processing of Data

  35. IGT collects and processes information when a user accesses IGT’s Website, Services, Software, or Online Servers. Users agree that IGT may collect and retain information for the following reasons:
    1. where required by law;
    2. where consented to by the User (including by continuing to use the Services or Software, or by accessing IGT’s website or online Servers);
    3. where it is necessary to ensure compliance with this Agreement;
    4. to fix technical problems with the Software; and
    5. where it helps deliver a better experience and features to our customers.
  36. The information that IGT will collect includes, but is not limited to:
    1. Personal Information;
    2. Confidential Information; and
    3. specific information, which can be found in Annexure A to this Privacy Policy.
  37. For the purposes of preparing for a reorganization, sale or merger, IGT may:
    1. transfer all data or information held by IGT to the relevant third party subject to applicable laws; and
    2. aggregate Basic Licence Data and Feature Usage Data anonymously by demographic categories to share with relevant third parties subject to applicable laws and subject to confidentiality under a Non-Disclosure Agreement (NDA).
  38. If a User’s access to the system was provided by a Subscription Manager, IGT may release that User’s information to the Subscription Manager for the purposes of allowing them to manage that licence subscription and to better understand the usage of their users.
  39. IGT will only store information about Users as long as necessary to fulfil the purposes for which the information is collected and processed or where applicable for the storage and retention period required by law.
  40. Except as detailed above, IGT do not share, give, sell, rent, or lease information to third parties, and User’s Personal Information and Confidential Information will only be disclosed to those employees within IGT’s organisation who have a need to know in order in order to comply with this Agreement.
  41. IGT will not release User’s information for any purpose which Users could reasonably expect IGT not to release the information.

    42. Privacy Rights

  42. Under the Privacy Act legislation, Users can request any information IGT may hold about them, and also have the right to have any inaccuracies in the same corrected by IGT. IGT will comply with any such requests to the extent required by the Privacy Act legislation within fourteen (14) days of the receipt of User’s request. IGT may ask a User to verify their identity before disclosing or altering any information.
  43. Users may also have the following data protection rights:
    1. to access, correct, update or request deletion of Personal Information. IGT will take all reasonable steps to ensure that the data IGT collects is reliable for its intended use, accurate, complete and up to date.
    2. if Personal Information or Confidential Information is collected or processed on the basis of consent, the User can withdraw their consent at any time. A User withdrawing their consent will not affect the lawfulness of any processing IGT conducted prior to the User’s withdrawal, nor will it affect processing of the User’s Personal Information or Confidential Information conducted in reliance on lawful processing grounds other than consent.
    3. to complain to a data protection authority about the collection and use of Personal Information and Confidential Information. For more information, please contact your local data protection authority.
  44. In the event of a security breach affecting a User’s Personal Information or Confidential Information, IGT will:
    1. inform the relevant authorities in IGT’s jurisdiction as soon as possible after IGT becomes aware of the breach;
    2. inform the User of the breach a reasonable time after becoming aware of the breach, subject to any direction of any relevant authority or any law; and
    3. conduct an internal investigation as to the causes and impacts of such a breach and use their best efforts to prevent a similar breach from recurring in the future.

ANNEXURE A – COLLECTED INFORMATION

The Personal Information and Confidential Information we will collect from you includes, but is not limited to:

1. Basic Licence Data

When activating or renewing a lease for a licence to use our software on your machine, IGT will collect the name of your computer, domain and active user; your IP address; the version of your operating system; your system specifications (Cores, memory, .NET version); your culture info and timezone; the version and agent name of our software that you’re using; and your machine’s unique hardware identifier. You are also required to enter your licence key, the email address it was issued to, and the name you would like to associate with this licence to help us identify whose licence it is. This data is collected to help ensure compliance with our Terms and Conditions regarding licensing, and to help us fix technical problems and deliver a better experience to our customers.

2. Error Log Data

When you encounter an error using our software, we collect the Basic Licence Data along with our software’s configuration and log files from your computer. This data is collected to help us diagnose the cause of the errors.

3. Feature Usage Data

When you use our software, we may collect statistical data about which features you use, how often, and how they’re being used. This data is collected to help us focus our development and maintenance efforts to improve the experience for customers.

4. Feedback Data

When you opt to provide feedback, we collect any feedback text you submit, any log data you opt to submit, along with your Basic Licence Data to help identify you. This data is collected to help interpret your feedback for the purposes of improving the experience for customers.

5. Website Analytics Data

We may collect a variety of information through your general interaction with the websites and content offered by IGT. Personal Data we collect may include, but is not limited to, browser and device information, and application usage data. This data is used for the purposes of helping to optimise our services.

6. Business Data

When you email or voice call us, we may collect and store that data for the purposes of conducting business, providing sales and support services to you, and to comply with applicable tax and accounting laws.

7. Collaboration Data

The IGT community may include various message boards, forums and/or chat areas, where users can exchange ideas, communicate with each other, and communicate directly with us. When posting a message to a board, forum or chat area, please be aware that the information is being made publicly available online in the group, forum, thread or message board to which you are posting. If your Data is posted to one of these avenues against your will, please notify us via email at support@igneous.tech to seek help from IGT to attempt to remove it.