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Subscription Agreement

This AGREEMENT is made

Between

JurisTechne Pty Ltd ACN 77 662 905 375 (JurisTechne/We/Us/Our)

and

Your Company (the User/You/Your)

OPERATIVE PROVISIONS

These terms and conditions (Terms and Conditions) are a legally binding contract between the parties.

  • Definitions and interpretation
    • Definitions

The following definitions apply unless the context requires otherwise.

  • Agreement means this Juristechne Subscription Agreement, including the Order Form, all schedules, annexures and attachments to it, and any documents expressly incorporated by reference or referred to in this agreement, as amended or replaced from time to time in accordance with its terms.
  • Australian Consumer Law (ACL) means Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended or replaced from time to time.
  • Authorised User means any persons that have been provided access to the Products and Services by the User as referenced under clause 8(b).
  • Authorised Purpose means the Users use of the Products and Services, that are strictly within the confines of the User internal business operations and not for any commercial, competitive, or external purposes.
  • Business Day means a day on which banks are open for general banking business in Sydney, excluding Saturdays, Sundays and public holidays.
  • Commencement Date means the commencement date specified in clause 6(a).
  • Competing Product or Service means any product, solution, platform, software, application, or service that:
    • has the same or substantially similar primary functionality or core features as the Products and Services provided by JurisTechne;
    • is intended for the same or substantially similar use or application as the Products and Services provided by JurisTechne;
    • targets the same or substantially similar Participant base or market segment as the Products and Services provided by JurisTechne;
    • results in the displacement, replacement, or reduction in the use or purchase of the Products and Services provided by JurisTechne;
    • is marketed, sold, or distributed in a manner that presents it as a substitute or alternative to the Products and Services provided by JurisTechne;
    • uses or incorporates, in whole or in part, any proprietary or confidential information, intellectual property, or trade secrets of JurisTechne; or
    • is developed using insights, data, or feedback derived from the use or operation of the Products and Services provided by JurisTechne.
  • Confidential Information means all information of a confidential or proprietary nature, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement. Specifically, JurisTechne ‘s Confidential Information includes any information related to the Products and Services, its nature, existence, features, functionality, and screen shots, any tools associated with the Products and Services, and any other details disclosed by JurisTechne to You in connection with this Agreement. This encompasses information learned from JurisTechne ’s Personnel, or through inspection of JurisTechne property, and pertains to JurisTechne products, designs, business plans, business opportunities, finances, research, development, know-how, Personnel, or third-party confidential information shared with You from JurisTechne. Confidential Information does not include information which is:
    • already known to the other party;
    • received by the other party from a third-party not under a duty of confidence; or
    • independently developed by the other party.
  • Consent means any licences, clearances, permissions, authorisations, waivers, approvals or consents.
  • Consequential Loss means any indirect or consequential loss (not being loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim), including loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business.
  • Corporations Act means the Corporations Act 2001 (Cth), as amended or replaced from time to time.
  • Primary Limitation means the limitation of liability referenced in clauses 11.2, 11.2(c) and limitation of liability referenced in clause 21.
  • Developed Intellectual Property means any Intellectual Property Rights arising from any work done by or for JurisTechne on behalf of the User in connection with the Products and Services, including the development of any portals the User uses to access the Products and Services and any Feedback you provide to JurisTechne.
  • Fees means the price of Goods and Services set out in Item 8.1 of the Order Form.
  • Feedback means any and all tangible or intangible information, suggestions, comments, ideas, concepts, techniques, processes, methods, innovations, improvements, modifications, adaptations, translations, derivative works, or any kind of input, whether oral, written, graphic, or electronic form, provided by the User or generated as a result of the User’s use of the Products and Services. This includes:
    • observations and comments about the functionality, usability, performance, and design of the Products and Services;
    • identification of potential errors, bugs, glitches, or inconsistencies within the Products and Services;
    • recommendations for features, integrations, or enhancements;
    • User experience and interface suggestions, including workflow improvements and design aesthetics;
    • data, results, or analysis derived from testing scenarios or actual cases;
    • any other insights, perceptions, or reflections that the User believes could contribute to the refinement, development, and evolution of the Products and Services.
  • Force Majeure Event means a circumstance beyond the reasonable control of a party causing that party to be unable to observe or perform on time an obligation under this Agreement (Affected Party), including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, or power, water and other utility shortage.
  • Initial Term has the meaning given to it under clause 6(a).
  • An Insolvency Event occurs in respect of a Party where:
    • a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets;
    • a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
    • a party becomes or is (including under legislation) deemed or presumed to be insolvent;
    • a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business;
    • any composition or arrangement is made with any one or more classes of its creditors;
    • except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation;
    • a party enters into liquidation whether compulsorily or voluntarily; or
    • any analogous or comparable event takes place in any jurisdiction.
  • Intellectual Property Rights means all industrial and intellectual property rights of any kind. This shall encompass all rights, titles, and interests, whether registered or unregistered, in and to any and all copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semiconductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, and know-how. This includes, but is not limited to:
    • the unique design, layout, colour combinations, graphical elements, user interface, and overall appearance (referred to as the “look and feel”) of the Products and Services.
    • the distinctive style, presentation, arrangement, coordination, expression, functionalities, or any other elements that contribute to the distinctiveness or brand identity, including the dress-up of the Products and Services.
    • all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world.
  • However, this definition excludes moral rights and similar personal rights which, by law, are non-assignable.
  • JurisTechne means JurisTechne Pty Ltd ACN 77 662 905 375.
  • JurisTechne Documentation means any documents we provide to the User in relation to the use and application of the Products and Services and includes all revised documentation.

JurisTechne Websites means https://juristechne.com/ and all associated sites, development and pre-production environments of the applications and software used to deliver the Products and Services to the User, as amended from time to time.

  • Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, bylaws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments.
  • Loss means any claim, direct and consequential loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent.
  • Notifiable Data Breach has the meaning given to that term in the Privacy Act.
  • Operating Environment has the meaning given to that term set out in clause 17.
  • Personal Information has the meaning given to that term in the Privacy Act.
  • Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any subcontractors.
  • Privacy Act means the Privacy Act 1988 (Cth), as amended or replaced from time to time.

Privacy Law means all legislation, principles, industry codes and policies, as amended or replaced from time to time, which relate to the collection, use, disclosure, storage or granting of access rights to Personal Information, and includes the Privacy Act and the Spam Act 2003 (Cth).

Products and Services means products, including documentation and updates (as applicable) with respect its AI-driven litigation analytics tools that analyses data from precedent cases and other data to provide insights to case outcomes to its Users.

  • Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act.
  • Renewal Term means the periods for which the Term shall successively renew, as set out in Item 8.2 of the Order Form.
  • Support Services means the support services provided by JurisTechne as specified in the Order Form.
  • Service Level Agreements (SLAs) means the SLAs set out by JurisTechne as specified in the Order Form.
  • Term means the period from the Commencement Date until the end of the Initial Term or any applicable Renewal Term in accordance with clause 6(b).
  • Third-Party Content means any information, data or other content that JurisTechne source and/or supply from any third party for use in connection with the Products and Services.
  • Third-Party Licence means any licence, registration or other authorisation the User needs to properly access and use the Products and Services, including any licence, registration or other authorisation as notified by JurisTechne to the User.
  • Update means any update, upgrade or modification to the Products and Services from time to time, but does not include new versions of the Products and Services, and accompanying revisions to the JurisTechne Documentation, as determined at JurisTechne’s absolute discretion.
  • User, You and Your means [Insert Company name and ABN/ACN].
  • User Material means any and all data or other material input, entered into or added or uploaded to the Products and Services, or otherwise provided or made available to JurisTechne, by an Authorised User, or on behalf of, or at the request of, the User.
    • Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.

  • the singular includes the plural and conversely;
  • where a word or phrase is defined, its other grammatical forms have a corresponding meaning;
  • a reference to a person includes any body corporate, unincorporated body or other entity and conversely;
  • a reference to a clause is to a clause of these Terms and Conditions;
  • a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns;
  • a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;
  • a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;
  • a reference to conduct includes any omissions, statement or undertaking, whether or not in writing;
  • a reference to includes, means includes without limitation; and
  • all references to $ are to Australian dollars, unless otherwise specified.

 

  • Purpose
    • The purpose of this Agreement is to provide you with AI-driven litigation analytics tool, along with related documentation, materials, and information (collectively, the Products and Services) for an agreed Fee. The Products and Services are designed to analyse data from precedent cases and other relevant sources to assist lawyers in predicting case outcomes. By entering into this Agreement, the User agrees to provide feedback on the functionality, accuracy, and usability of the Products and Services.
    • The User will ensure that its Authorised Users comply with the terms of this Agreement.
  • Voluntary Agreement
    • The User acknowledges and agrees that it has read and fully understands this Agreement, and that it has entered into this Agreement voluntarily, without any coercion, duress, or undue influence from any party.
    • The User acknowledges that it has had the opportunity to seek independent legal advice prior to executing this Agreement.
  • No Partnership, Agency or Employment
    • Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
    • Neither party shall have the authority to bind or obligate the other in any manner without the prior written consent of the other party.
  • Subscription and Registration
    • The User may request access to the Products and Services for third-party contractors or suppliers that agree to be bound by the terms of this Agreement for the benefit of the User. This will be provided at JurisTechne’s sole discretion and can be revoked at any time.
    • To use the Products and Services, the User must create an account by providing accurate and complete information as prompted by the registration process.
    • The User must always keep its contact information up to date.
  • Term
    • This Agreement shall commence on the date on which the last party executes the Agreement (Commencement Date) and will continue for a period of twelve (12) months (Initial Term), unless terminated earlier in accordance with clause 19 or extended pursuant to clause 6(b).
    • At the end of the Initial Term, the Agreement may be extended by us from time to time. Any such extension will be communicated to You in writing (Extension Notice). The extension will become effective on the date specified in the Extension Notice, unless otherwise objected to by the User in writing within Five (5) Business Days of receiving the Extension Notice or this Agreement is terminated in accordance with clause 19.
  • Licence
    • JurisTechne grants to the User a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Products and Services during the Initial Term in accordance with this Agreement.
    • At its sole discretion, JurisTechne will provide the User with any JurisTechne Documentation reasonably required to use the Products and Services.
    • JurisTechne may engage a third-party service provider to assist in the delivery, installation, customisation or support of the Products and Services, as applicable.
  • Use of Products and Services
    • The User must not, without JurisTechne’s prior written approval,:
      • use the Products and Services for a purpose other than the Authorised Purpose and in accordance with the terms of this Agreement;
      • copy or replicate, or directly or indirectly allow or cause a third-party to copy or replicate, the whole or any part of the Products and Services;
      • use the Products and Services to assist in the conduct of the business of any third party;
      • vary, alter, modify, interfere with, reverse disassemble, decompile, or reverse engineer, or copy in any way JurisTechne ’s Intellectual Property Rights, (except where permitted under the Australian Copyright Act 1968 (Cth) or other applicable laws;
      • otherwise seek to obtain or derive the source code from any part of the Products and Services, or directly cause or permit any other person to do so;
      • publicly disseminate information regarding the performance of the Products and Services; or
      • sub-licence, rent, sell, lease, distribute or otherwise transfer the Products and Services or any part of them except as permitted under this Agreement.
    • The User is responsible for maintaining control over and access to its instance of, or account for, the Products and Services. The User must keep accurate, up-to-date records of each Authorised User who accesses the Users instance of, or account for, the Products and Services.
    • The User acknowledges and agrees that it is responsible for ensuring that each Authorised User is aware of and complies with the terms and conditions of this Agreement, obtains any required consents for each Authorised Users’ use of the Products and Services, and monitors and is fully accountable for all such use of the Products and Services by its Authorised Users.
    • The User must maintain the confidentiality of all login information and must not allow or authorise any person other than Authorised Users to use the login information. The User must immediately notify JurisTechne of any suspected or actual unauthorised access to or use of the login information.
    • The User is responsible for all acts or omissions of its Personnel in complying with this Agreement, activities that occur on the Users instance of, or account for, the Products and Services, whether or not authorised by the User.
    • The User must implement and maintain appropriate technical and organisational measures to protect JurisTechne’s Confidential Information and any data processed through the Products and Services.
    • The User must notify JurisTechne promptly of any Notifiable Data Breach affecting JurisTechne’s Confidential Information or User Material.
    • The User must not, and must ensure its Authorised Users do not, use the Products and Services (including through the upload of any User Material) in any way that:
      • involves anything which is false, defamatory, harassing or obscene;
      • involves unsolicited electronic messages;
      • would involve the contravention of any person’s rights (including Intellectual Property Rights);
      • may contravene any Laws;
      • could damage, disable or impair any part of the Products and Services;
      • may otherwise be regarded by JurisTechne, on reasonable grounds, to be unacceptable (JurisTechne may from time to time notify Users of the circumstances which it regards as unacceptable);
      • involves any fraudulent activity; or
      • involves the sale or promotion of any illegal business activities or prohibited products or services.
    • The User must comply at all times with the terms of any Third-Party Licences.
  • Non-Competition
    • The User acknowledges and agrees that the Products and Services, including any associated Intellectual Property Rights, are the exclusive property of JurisTechne.
    • The User shall not, during the term of this Agreement and for a period of five (5 years) after its termination or expiration:
      • use the Products and Services, or any part thereof, to design, develop, produce, market, or sell a Competing Product or Service;
      • assist, finance, or engage in any activity that results in a third-party designing, developing, producing, marketing, or selling a Competing Product or Service; and
      • disclose or provide, directly or indirectly, any information regarding the Products and Services to any third-party for the purpose of creating a Competing Product or Service, subject to clause 14.
    • Any breach of this clause 9 is deemed a material breach of this Agreement, entitling JurisTechne to seek all remedies available under law, including injunctive relief.
  • Updates
    • Given the evolving nature of the Product and Services, JurisTechne reserves the right to implement updates to the Products and Services.
    • JurisTechne will provide the User with reasonable prior notice in advance of any Update which would have a material detrimental impact on the Products and Services, unless security, legal, system performance or Third-Party Licence considerations or obligations require an expedited Update.
  • Support Services
    • Products and Services
      • The User acknowledges that the Products and Services provided under this Agreement are in minimum viable product trial phase. This means they are still in development and are being tested for their functionality, reliability, and other attributes.
      • As such, the User understands that the Products and Services, while promising, are not yet fully refined and may contain errors, experience interruptions, or produce unexpected results.
      • The User is prohibited from making any public statements, press releases, or to produce marketing materials referencing JurisTechne or the Products and Services without prior written consent from JurisTechne.
    • Support Availability
      • JurisTechne will provide technical support for the Products and Services through various channels, such as online platforms, telephone or video conferences, FAQs, or other self-help resources.
      • The User acknowledges that the Products and Services may be temporarily unavailable or experience interruptions, delays, or reduced functionality as a result of scheduled maintenance, updates, enhancements, or events beyond JurisTechne’s reasonable control, including but not limited to, technical issues, third-party service failures, or other unforeseen circumstances.
      • JurisTechne is not liable for any damages, losses, or inconveniences You suffer due to any issues, downtime, or unavailability of the Products and Services. The User acknowledges that it will receive access to the Products and Services in exchange for payment of the Fees.
      • The Users remedies for any failure, errors, or non-performance of the Products and Services are strictly limited to the termination of this Agreement.
    • Feedback and Reporting Mechanism
      • At the request of JurisTechne, the Participant is required to provide Feedback through the designated channels provided by JurisTechne.
      • Should the User or any Authorised User encounter any defects, issues, or concerns while using the Products and Services, they must promptly report these to JurisTechne at the following email address:

Email:    [email protected]

  • The User acknowledges and agrees that any Feedback provided will become the sole property of JurisTechne. JurisTechne shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
  • JurisTechne commits to diligently reviewing all Feedback and reported issues to enhance the Products and Services. However, while JurisTechne values the Users input, it is under no obligation to act upon any recommendation or remedy any reported issue within a specified timeframe.
  • Intellectual Property Rights
    • Ownership
      • JurisTechne is the sole owner of all Intellectual Property Rights in Feedback provided by a User, and anything created as a result of that Feedback, are owned solely by JurisTechne and JurisTechne may use or disclose the Feedback for any purpose, without any compensation to the User (or any of the Users Personnel) or any restriction or obligation on account of Intellectual Property Rights or otherwise.
      • The User acknowledges and agrees that JurisTechne owns or licenses:
        • all Intellectual Property Rights in the Products and Services; and
        • any Developed Intellectual Property,

and nothing in this Agreement is intended to transfer ownership of or interest in any Intellectual Property Rights of JurisTechne or any third-party.

  • To the extent that the User acquires ownership of any Intellectual Property Rights in the Developed Intellectual Property, the User:
    • assigns such Intellectual Property Rights to JurisTechne;
    • must, upon request by JurisTechne, execute any assignment or other document reasonably required to evidence or perfect JurisTechne ‘s ownership of such Intellectual Property Rights; and
    • must do all things necessary to protect, defend and assert JurisTechne ‘s interests in all Intellectual Property Rights.
  • In relation to any moral rights that may arise by operation of the Copyright Act 1968 (Cth) in respect of any Developed Intellectual Property, the User must ensure that each of its Personnel and each Authorised User irrevocably and unconditionally waive and agree not to enforce any and all moral rights, including, without limitation to, subsequent modification of the Developed Intellectual Property to the extent permitted under applicable law.
  • The User must notify JurisTechne immediately if it becomes aware of any:
    • unauthorised access to or use of the Products and Services;
    • other breach of any of JurisTechne ‘s Intellectual Property Rights; or
    • any claim by any third-party relating to Intellectual Property Rights in the Products and Services.
  • User Material
    • The User agrees and acknowledges that it is solely responsible for any Participant Material.
    • The User must ensure that Participant Material, and its collection, use, processing, disclosure and dissemination via the Products and Services:
      • will not infringe any Intellectual Property Rights of any person; and
      • complies with all applicable Laws (including Privacy Laws, where applicable).
    • Notwithstanding any other clause in this Agreement, the User agree that JurisTechne will have the right to access, use, adapt, modify, reproduce, reformat, transform, and process Participant Material for the purpose of:
      • providing the User with the Products and Services;
      • internal training; and
      • testing, improving and developing new features for the Products and Services,

and grant JurisTechne a, royalty-free, worldwide, transferable, non-exclusive licence to do so.

  • Confidentiality and Publicity
    • Confidentiality
      • Subject to clauses 14.1(c) and 14.1(d), each party must not disclose, or use for a purpose other than as contemplated by this Agreement, the existence of and terms of this Agreement or any other Confidential Information of the other party.
      • The User undertakes that ensure that each of its Personnel comply with the confidentiality terms of this clause 14 and further agree to take reasonable precautions to prevent any unauthorised use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Product and Services to third parties.
      • A party may only disclose Confidential Information of the other party:
        • to persons which control, or are controlled by, the party within the meaning of the Corporations Act, and the employees, legal advisors or consultants of such persons, in each case under corresponding obligations of confidence as imposed by this clause and only where such persons, employees, legal advisors or consultants of such persons have a need to know such information in connection with this Agreement;
        • in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or
        • to the extent required by Law or pursuant to a binding order of a government agency or court.
      • JurisTechne may disclose Confidential Information of the User to the extent necessary in connection with a capital raising, financing, or transfer or divestiture of all or a portion of its business, or otherwise in connection with a merger, consolidation, change in control, reorganisation or liquidation of all or part of JurisTechne’s business, but will use reasonable efforts to minimise the scope of such disclosure.
      • The User hereby acknowledges that unauthorised disclosure or use of Confidential Information could cause irreparable harm and significant injury to JurisTechne that may be difficult to ascertain. Accordingly, the User agrees that JurisTechne will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.
    • Publicity
      • The User acknowledges and agrees that, subject to the User’s approval, JurisTechne may disclose to third parties that the User has entered into this Agreement with JurisTechne, including in any marketing or other material used by JurisTechne.
      • The User grants to JurisTechne a royalty-free, non-exclusive licence to use and display the User’s logo on JurisTechne’s website or in JurisTechne’s marketing materials for the purpose of clause 14.2(a).
    • Privacy and Security
      • Each party must comply with the Privacy Act as though it were an entity bound by the Privacy Act and notwithstanding the small business exception in the Privacy Act, and any other applicable Privacy Laws, in respect of any Personal Information that:
        • one party discloses to the other party; or
        • comes into the possession or control of a party by any means, including through use of the Products and Services.
      • The User must, throughout the Term, obtain all necessary Consents, and provide all necessary notices, relevant to its use of the Products and Services, including those in relation to collection, use, disclosure and storage of Personal Information of any individual whose Personal Information may be provided to JurisTechne, directly or indirectly, as contemplated by this Agreement.
      • The Participant acknowledges and agrees that JurisTechne may provide all or part(s) of the Products and Services from any location worldwide.
    • Third-Party Content
      • The User acknowledges that the Products and Services may incorporate Third-Party Content including, open source software and that JurisTechne is not responsible for the accuracy, quality, integrity or reliability of the same.
      • To the extent permitted by law, JurisTechne does not give any representation or warranty as to the reliability, accuracy or completeness of any Third-Party Content, including open source software, and JurisTechne will have no responsibility or liability to the User or any other person arising from or in connection with any error, defect or inaccuracy in any Third-Party Content.
    • Operating Environment
      • The User acknowledge that, except to the extent otherwise provided in this Agreement, it is solely responsible for establishing, providing or procuring, maintaining and supporting any Third-Party Licences and any operating environment, facilities, equipment and telecommunications and internet connections necessary to use and obtain the benefit of the Products and Services.
      • The User must ensure that the Operating Environment has the necessary specifications, features and third-party software required to ensure compatibility with relevant parts of the Products and Services, as may be notified by JurisTechne from time to time.
    • Force Majeure Event
      • Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. This clause 18(a) shall not apply to payment obligations as set out in this Agreement.
      • The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so.
    • Termination
      • Termination
        • Either party may terminate this Agreement for any reason, at any time, by providing written notice to the other party. Such termination becomes effective immediately upon the delivery of the notice.
        • If the User terminates this Agreement under clause 19.1(a), the User must pay JurisTechne an amount equal to two (2) months of the Subscription Fee as set out in Item 8.1 of the Order Form. The parties acknowledge and agree that this amount is a genuine pre-estimate of JurisTechne’s costs and loss arising from such termination and is reasonable and proportionate in the circumstances.
        • Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if:
          • the other party experiences an Insolvency Event;
          • the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within thirty (30) days after receiving written notice from the terminating party requiring it to do so; or
          • without limiting clause 19.1(b)(ii), the other party fails to comply with the obligations set out in clause 14 (Confidentiality and Publicity) or clause 15 (Privacy and Security).
        • In the event JurisTechne terminates this Agreement in accordance with clause 19.1(c) above, the User must pay JurisTechne an amount equal to two (2) months of the Fees as set out in Item 8.1 of the Order Form. The parties acknowledge and agree that this amount is a genuine pre-estimate of JurisTechne’s costs and loss arising from such termination and is reasonable and proportionate in the circumstances.
      • Consequences of termination
        • On expiration or termination of this Agreement for any reason, the User must immediately:
          • stop using the Products and Services, and ensure that all of Participant’s Personnel stop using the Products and Services; and
          • return to JurisTechne (or, at JurisTechne ‘s direction, delete) all copies of the JurisTechne Documentation and any of JurisTechne ‘ Confidential Information in the User’s possession or control; and
        • Termination of this Agreement shall not relieve the parties of any accrued liability.
        • At JurisTechne’s request, the User agrees to provide certification of Your compliance with the requirements of this clause 19.2 upon any termination.
      • Warranties

Each party warrants that it:

  • has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement;
  • will comply at all times with applicable Laws; and
  • will not do anything or make any statement that could be reasonably expected to harm the reputation of the other party, and, in the case of the Participant, the Products and Services.
  • Disclaimer

Subject to clause 22 of this Agreement:

  • You acknowledge and agree that the Products and Services provided under this Agreement are in a trial phase and represent a minimum viable product. As such, the Product and Services are subject to continuous development, testing, and feedback-driven alterations. JurisTechne provides the Products and Services “as is” and “as available”, without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • JurisTechne does not warrant that the Products and Services will be error-free, uninterrupted, secure, or produce particular outcomes. You agree not to rely on the Products and Services for critical decisions or situations where errors or inaccuracies could lead to financial loss, harm, or any adverse outcomes.
  • While JurisTechne strives to maintain the confidentiality and integrity of the data provided by You, You acknowledge that there may be risks associated with uploading and processing data on a trial platform. You are responsible for ensuring that no sensitive personal data is uploaded without adequate anonymisation or pseudonymisation.
  • The User acknowledges that the Products and Services are provided in exchange for payment of the Fees, and as such, the remedies available to it in the event of dissatisfaction, errors, or other disputes are limited to the termination of this Agreement, without any claim for damages or losses.
  • JurisTechne will use its reasonable endeavours to ensure that the Products and Services are free of viruses or other harmful components but cannot guarantee they will be free from viruses and other harmful components.
  • JurisTechne will not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other platforms outside the reasonable control of JurisTechne.
  • Limitation of liability
    • Any limitation of liability under this Agreement is intended to be read in conjunction with Your statutory rights under Australian law and, if applicable to You, including the Australian Consumer Law (ACL). It does not purport to limit or exclude any rights or remedies you may have which cannot be lawfully limited or excluded. If the Primary Limitation of liability is found to be unenforceable or invalid under any applicable law, then JurisTechne’s liability is limited as follows:
      • JurisTechne is not liable for any indirect, incidental, special, Consequential Loss, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, unless such damages arise from JurisTechne’s gross negligence or wilful misconduct.
      • To the extent permitted by the ACL, JurisTechne’s liability for any breach of a consumer guarantee is limited to, at JurisTechne’s discretion: (a) supplying the Products and Services again; or (b) paying the cost of having the Products and Services supplied again.
    • Subject to clauses 22(a)(i) and 22(c) respectively, under no circumstances will either party be liable for any Consequential Loss, except to the extent arising from Your breach of Your obligations under clauses 9, 13, 14 and 15 of this Agreement.
    • This clause 22 does not apply to, and shall not limit, any party’s liability:
      • for death or personal injury caused by that party or its Personnel; or
      • for fraud (including fraudulent misrepresentation).
    • Indemnities

Without limiting any other indemnities given by You under this Agreement, You must defend, hold harmless and indemnify JurisTechne and its Related Bodies Corporate and Personnel (the JurisTechne Indemnified Parties) from and against any Loss suffered or incurred by the JurisTechne Indemnified Parties arising out of or in connection with:

  • any breach by You of clauses 7(a) (Use of the Products and Services), 14 (Confidentiality and Publicity) or 15 (Privacy and Security);
  • the performance, or failure to perform, of the Products and Services associated with any deficiency or inadequacy of Your Operating Environment;
  • any Participant Material (including Personal Information) used or disclosed by You, including any claim by any person that Participant Material infringes any Intellectual Property Right or other right (including privacy rights) of such person or any third-party;
  • the use of the Products and Services by You; or
  • any fraud, wilful misconduct or negligence by You or Your Personnel.
  • Assignment
    • The User must not assign or novate, directly and indirectly, any of its rights or obligations under this Agreement without the prior written consent of JurisTechne (such consent not to be unreasonably withheld or delayed).
    • JurisTechne may at any time assign, novate or otherwise dispose of or deal with its rights and obligations under this Agreement by notice in writing to the User and the User gives JurisTechne prospective authority to a future assignment and/or novation.
  • Amendments
    • You acknowledge that, given the nature of the Products and Services being in continual developmental stages, regular modifications based on feedback and testing are inherent. JurisTechne reserve the right to propose amendments to this Agreement. Any proposed changes will be duly communicated to the User, accompanied by a comprehensive explanation.
    • Upon such communication, You have a period of ten (10) Business Days to review and respond to the proposed amendments.
    • Within this timeframe, You are encouraged to voice any concerns or seek clarifications regarding the proposed amendments in writing to JurisTechne. JurisTechne is committed to taking into account this Feedback and may, if deemed appropriate, adjust the amendments in response.
    • Should You, after this consultative process, disagree with the finalised amendments, each party may terminate this Agreement with immediate effect by written notice to the other party. Such termination is without prejudice to any rights accrued prior to termination and will not give rise to any claim for damages or losses by the other party. For the avoidance of doubt, on termination of this Agreement clause 19.2 applies.
  • Survival

Without limiting any other provision of this Agreement, clauses 9 (Non-Competition), 13 (Intellectual Property Rights, 14 (Confidentiality and Publicity), 15 (Privacy and Security), 20 (Warranties), 22 (Limitation of Liability) and any other clauses which should by their nature survive termination of this Agreement, shall survive termination or expiry of this Agreement for any reason.

  • Notices

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement:

  • must be in writing and signed by the sender or a person duly authorised by the sender (or in the case of email, set out the full name and position or title of the sender or person duly authorised by the sender);
  • must be addressed and delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or email to the address or email address specified in the Order Form or as last notified by the intended recipient to the sender;
  • will be conclusively taken to be duly given or made when delivered, received or left at the above email address, fax number or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place.
  • Dispute resolution
    • If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. In the event that the parties are unable to resolve the dispute within seven (7) days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the following: a party’s Managing Director, Chief Executive or Chief Operating Officer (Senior Executive).
    • If the parties are unable to resolve the dispute within fourteen (14) days following referral to the Senior Executive of each of the parties, then either party may use such lawful dispute resolution procedures or seek such legal and equitable remedies as it considers necessary or appropriate in its sole discretion.
    • Nothing in this clause 28, shall prevent a party from seeking urgent injunctive relief before an appropriate court.
  • General
    • Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement.
    • This Agreement contains the entire agreement between the parties with respect to its subject matter. Neither of the parties has relied on or is relying on any other representation in entering into this Agreement.
    • This Agreement may be amended only by another written agreement executed by all the parties.
    • The User will be fully responsible to JurisTechne for any Loss suffered by JurisTechne arising from or in connection with the acts or omissions of its sub-contractors, contractors, assigns and all their employees, as if they were the acts and omissions of User.
    • No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.
    • The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement.
    • Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.
    • Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.
  • Jurisdiction
    • This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of New South Wales and of the Commonwealth of Australia applying there. In relation to such matters each party irrevocably accepts the non-exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground.
  • Counterpart
    • This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement.