Terms of Service

This Agreement is a legally binding agreement between GuardSync AI Pty Ltd (ACN 686 303 364, ABN 66 686 303 364) (“we”, “us”, “our” or “GuardSync”) and you or the entity you represent (“you” or “your”).

By clicking “I agree” or by accessing or using the Software, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

• —Confidential Information means all information disclosed by one party to the other that is marked confidential or which ought reasonably be considered confidential, but excludes information that is publicly known through no fault of the recipient or independently developed.
• —Fees means the Subscription Fee and any additional fees payable under this Agreement.
• —First Term means the initial subscription term specified in your Order.
• —Order means the accepted quote, invoice or online order form for the Service.
• —Our Intellectual Property Rights means all intellectual property rights in the Software and related documentation, including copyright, trademarks, designs, patents and confidential information, whether registered or unregistered, worldwide.
• —Software means the GuardSync cloud-based platform and any updates, upgrades or modifications we provide.
• —Subscription Fee means the non-refundable fee for the licence to use the Software during the Term.
• —Term means the First Term and any Renewal Term.

We grant you a non-exclusive, non-transferable, non-sublicensable, limited licence to access and use the Software during the Term solely for your internal business purposes and only for the number of users or sites specified in the Order.

This licence does not permit you to use the Software to provide services to third parties or operate a service bureau, SaaS offering, or similar service.

You must not, and must not permit any third party to:

• —copy, modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works of the Software;
• —remove, alter or obscure any proprietary notices;
• —access the Software to build a competitive product or service;
• —use the Software in any manner that breaches applicable law.

We may incorporate technical measures to enforce these restrictions.

We may audit your use of the Software to verify compliance with this Agreement. You agree to cooperate and pay for any excess usage discovered.

You must provide accurate information to enable use of the Software. You grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, copy, modify and anonymise any data you provide or generate for improving the Software and our services, subject to our Privacy Policy.

You consent to any act or omission that would otherwise infringe your moral rights in such data.

You must pay the Subscription Fee specified in the Order. Fees are exclusive of GST. We may increase Fees on renewal with 30 days’ notice. Late payments accrue interest at 1.5% per month.

Each party must keep the other’s Confidential Information confidential and use it only to exercise rights and fulfil obligations under this Agreement.

The Software is provided “as is”. To the maximum extent permitted by law, we exclude all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.

All Our Intellectual Property Rights remain our property. You obtain no rights other than the limited licence in clause 2.

We will defend you against any claim that the Software infringes third-party copyright and will pay resulting costs and damages finally awarded, provided you notify us promptly and allow us sole control of the defence. Our entire liability for infringement is, at our option, to procure the right for you to continue using the Software, replace or modify it, or terminate the licence and refund unused prepaid Fees.

To the maximum extent permitted by law, our total aggregate liability under or in connection with this Agreement is limited to the Fees paid by you in the 12 months preceding the claim.

We are not liable for indirect, consequential, special or incidental loss, including loss of profit, revenue, data or goodwill.

Nothing in this Agreement excludes, restricts or modifies any right or remedy under the Australian Consumer Law that cannot be excluded. To the extent permitted, our liability for breach of a consumer guarantee is limited to re-supplying the Service or paying the cost of re-supply.

We may terminate or suspend this Agreement immediately if you breach any term and fail to remedy within 14 days, or for convenience with 30 days’ notice. Upon termination you must cease using the Software.

This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

This is the entire agreement between the parties. We may amend these Terms with 30 days’ notice. No waiver unless in writing. We may assign this Agreement; you may not without our consent.