THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND WIP SYSTEMS. CUSTOMER AND WIP SYSTEMS MAY INDIVIDUALLY BE REFERRED TO AS A "PARTY" AND COLLECTIVELY AS THE "PARTIES". BY ACCESSING AND/OR USING THE SERVICES, CUSTOMER, ON BEHALF OF AN INDIVIDUAL AND/OR A LEGAL ENTITY, ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OUTLINED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT THESE TERMS ARE BINDING, AND AFFIRMS CONSENT TO THESE TERMS, BY USING OR ACCESSING THE SERVICES (THE DATE OF SUCH REGISTRATION OR ACCEPTANCE BEING THE "AGREEMENT DATE").

As used in the Agreement, the following defined terms shall apply:

"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities or equity interests.

"Agreement" means these Terms of Service and any other documents incorporated herein by reference.

"Customer" means the legal entity or individual that has ordered any Services from WIP Systems.

"Customer Account" means an account for Customer that is required to access and use the Services.

"Customer Data" means all data or information submitted by or on behalf of Customer to the Services, but does not include Aggregated Anonymous Data.

"Fee(s)" means all WIP Systems fees and charges applicable to the Services.

"Open-Source Software" means third-party software distributed by WIP Systems under an open-source licensing model (e.g., the GNU General Public License, BSD or a license similar to those approved by the Open Source Initiative).

"Order" means any initial or subsequent ordering document, auto-renewal (if applicable and Customer has not provided timely notice of non-renewal), and/or online request by Customer for access to the Services submitted to WIP Systems, and/or through WIP Systems product websites.

"Service(s)" means the generally available WIP Systems Software-as-a-Service ("SaaS") offerings inclusive of any services delivered by WIP Systems through our hosted service delivery platform, and Updates, all as further described in the Services Descriptions, as well as technical support services. WIP Systems may update the Services with Updates at any time in its sole discretion. Services are of an electronic nature delivered remotely via a technology infrastructure and with minimal or no human intervention.

"Services Descriptions" means the overview of and other terms applicable to the Services, as amended from time to time, as found in the Services documentation.

"Subscription" means Customer's paid subscription to the Services pursuant to the applicable Order, or Order Form.

"Subscription Term" means the then-current initial term or renewal term of the applicable Subscription during which Customer's Users are authorised to use or access the Services pursuant to the terms set forth in this Agreement, unless earlier terminated as set forth in Section 3 below.

"Taxes" means all applicable taxes on Services (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by any government entity or collecting agency based on the Services.

"Updates" means any corrections, bug fixes, features or functions added to or removed from the Services but shall not include any new Service(s) not generally included with the Services purchased by Customer.

"User" means an individual that is authorised by Customer to access the Services through Customer's assignment of a single user ID. Users can be a Regular Users or Guest Users, and may include Customer's or Customer's Affiliates' employees, representatives, and agents. Customer may purchase a Subscription to the Services for each Regular User or Guest User.

"WIP Systems" means WIP Systems Australia Pty Ltd, whose contact information is at the end of this Terms of Service.

"WIP Systems Materials" means any material(s) that WIP Systems provides to Customer as part of, or in the course of providing, the Services or the consulting services, provided that Customer Data presented back to the Customer as a result of using the Services (which shall remain Customer Data) are not WIP Systems Materials.

2.1 Right to Use Services for Business. Subject to these terms, WIP Systems, with the assistance of its third-party service providers, will provide the Services as specified in any accepted Order Form or Order in accordance with this Agreement. Customer acknowledges that the Services are intended solely for business and professional purposes and not for consumer use, as expressly granted in this Agreement. WIP Systems grants Customer a limited, personal, non-exclusive, non-sublicensable, non-transferable worldwide license to use the Services for the number of Users purchased under the applicable Subscription or as otherwise authorised in this Agreement. The Services' updates, included in the Fees, are managed by WIP Systems. Customer is required to use the most current version of the Services, including any Updates, provided by WIP Systems. If Customer's Affiliates utilize the Services, Customer warrants its authority to bind such Affiliates and acknowledges its liability to WIP Systems in case of any non-compliance by Customer's Affiliates with this Agreement.

Customer has the option to procure WIP Systems consulting services to complement its Subscription. Regarding these consulting services, all intellectual property rights associated with deliverables, pre-existing works, derivative works thereof, as well as any developments resulting from the performance of the consulting services, shall exclusively belong to WIP Systems. However, Customer will be granted a worldwide, non-exclusive license for internal use during the Subscription Term. WIP Systems reserves the right to modify or terminate any aspect of the Services, including the availability of specific features, at its sole discretion and at any time.

2.2 Limitations on Use. Except as permitted by applicable law, Customer and its Users are prohibited from engaging in the following actions: (i) modifying, copying, displaying, republishing, distributing, creating derivative works of, reverse engineering, reverse assembling, disassembling, decompiling, or attempting to decipher any code related to the Services and/or WIP Systems technology; (ii) modifying, copying, or creating derivative works of any WIP Systems Materials; (iii) knowingly or negligently accessing or using the Services in a manner that abuses or disrupts WIP Systems' networks, security systems, customer accounts, or the Services of WIP Systems or any third party. It is also prohibited to attempt to gain unauthorised access to any of the mentioned systems through unauthorised means; (iv) transmitting or posting on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous, or otherwise unlawful or tortious, including material that is harmful to children or violates the privacy rights of third parties; (v) marketing, offering to sell, or reselling the Services without prior written authorization from WIP Systems (excluding the use of the Services in support of Customer's proprietary service offering(s)); (vi) using the Services directly or indirectly for competitive benchmarking or other competitive analysis if Customer is a WIP Systems competitor for the relevant Services; (vii) allowing User licenses to be shared or used by more than one individual, except for reassigning User licenses to new Users who replace individuals no longer using or accessing the Services through a Customer Account; (viii) probing, scanning, or testing the vulnerability of any system or network, or breaching or circumventing any security or authentication measure; (ix) accessing or searching the Services through any means other than WIP Systems' publicly supported interfaces (e.g., "scraping"); (x) impersonating another person or entity or misrepresenting an affiliation with a person or entity (e.g., "spoofing" or "phishing"); (xi) sending unsolicited communications, promotions, advertisements, or spam using or in connection with the Services; and (xii) providing Customer Data that contains sensitive or regulated information, health information, genetic information, or personal financial or bank account information.

2.3 Inappropriate Content. Customer and its Users are prohibited from posting any Customer Data on the Services or utilizing the Services in a manner that: (i) violates any applicable law, including export control laws and regulations, infringes upon the intellectual property rights of WIP Systems or any third party, or violates anyone's right of privacy or publicity; (ii) involves deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic content. This includes child pornography, which WIP Systems will promptly remove and report to law enforcement upon becoming aware of it; (iii) constitutes hate speech, harassment, or stalking; (iv) criticizes, berates, or attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition; (v) involves the sending or storage of information deemed "sensitive" or "special" under applicable law, including but not limited to financial account information; (vi) contains viruses, bots, worms, or similar harmful materials; and (vii) contains any information that Customer does not have the right to make available under the law or any contractual or fiduciary duty, or that could potentially cause damage to WIP Systems or any third party.

2.4 Violations of Limitations on Use. In the event that Customer becomes aware or receives notice from WIP Systems or a third party regarding any violation of Section 2.2 or Section 2.3 with respect to Customer Data or a User's access to or use of Customer Data, Customer must promptly take action. This includes removing the relevant portion of the Customer Data and/or suspending the User's access to the Services, as appropriate. WIP Systems reserves the right to request Customer to address such violations, and if Customer fails to comply with the request, WIP Systems may suspend or terminate the User's access to the Services. Additionally, WIP Systems may suspend Customer's access to the Services in accordance with Section 8.8.

2.5 Proprietary Rights. Other than the explicitly granted limited use rights stated in this agreement, Customer does not possess any right, title, or interest in the Services, WIP Systems Materials, or any other WIP Systems technology, including any associated intellectual property rights.

2.6 Open-Source Software. Regardless of any conflicting provisions in this Agreement, the rights of Customer and its Users concerning their use of Open-Source Software are solely governed by the applicable open-source license(s) and not by the terms of this Agreement.

3.1 General Terms and Billing. WIP Systems will invoice Customer and Customer agrees to pay the Fees at the start and upon renewal of the Subscription, along with any applicable Taxes, unless Customer cancels the Subscription in a timely manner or WIP Systems terminates it. The Subscription will automatically renew for subsequent Subscription Terms, unless either Party provides written notice of non-renewal before the current Subscription Term expires. WIP Systems may increase the Fees for the upcoming renewal term (if any) by notifying Customer of the increase at least sixty (60) days before the new term begins. The increased Fees will be no more than either (i) the publicly marketed list price on WIP Systems' website or (ii) seven percent (7%) of the previous Subscription Term's Fees, whichever is greater. Customer must cancel the Subscription before it renews to avoid being charged for the next Subscription Term. Fees may include changes in Service levels as requested by Customer.

WIP Systems will automatically invoice Customer for each renewal period on the same calendar day the Subscription commenced. If Customer chooses to upgrade Services or add paid components or features, WIP Systems will prorate the amount owed based on the remaining days in the billing cycle. However, such proration will be based on Customer's existing Service levels, paid components, or features before the upgrade or addition. If Customer downgrades Services, there may be a loss of Customer Data or features in the Customer Account, for which WIP Systems shall not be held liable. Except to the extent required by applicable law (including, without limitation, Australian law), all purchases are final and WIP Systems DOES NOT PROVIDE REFUNDS OR CREDITS FOR PARTIALLY USED OR UNUSED SUBSCRIPTION PERIODS, DOWNGRADED SERVICES LEVELS, REMOVED PAID COMPONENTS OR FEATURES, OR ANY UNUSED PAID FEATURES OR COMPONENTS.

3.2 Fee Increase Grace Period. WIP Systems reserves the right, at its sole discretion, to offer a grace period where Customer's Fees will remain unchanged for a specified duration. In the event that Customer does not accept an increase or addition to the existing Fees, Customer has the option to terminate its Subscription within the current billing period. In such cases, Customer will not be held liable for the Fee increase after the applicable billing period. However, any subsequent renewal of the Subscription will be subject to the increased Fees. If Customer's credit or debit card used to pay the Fees reaches its expiration date, Customer's continued use of the Services constitutes its authorisation for WIP Systems to continue billing Customer, and Customer remains responsible for any uncollected amounts.

3.3 Taxes. In relation to the purchase and/or use of the Services, Customer may be liable for Taxes imposed by the relevant authority with jurisdiction to impose such Taxes. Customer acknowledges and agrees that it is solely responsible for fulfilling its obligations and making the necessary payments for any applicable Taxes. Unless otherwise mandated by applicable law, Customer agrees to indemnify WIP Systems for any obligations or liabilities incurred by WIP Systems in connection with such Taxes. It is important to note that WIP Systems' failure to charge appropriate Taxes due to incomplete or inaccurate information provided by Customer will not exempt Customer from its responsibilities as outlined in this Section 3.3.

3.4 Payment Fees. If Customer makes any payment via credit card, foreign currency, or wire transfer, any associated credit card fees, currency exchange fees, and outgoing and incoming bank fees (referred to collectively as "Payment Fees") will be the responsibility of Customer. WIP Systems is entitled to recover these Payment Fees from Customer. Customer has the option to include the Payment Fees at the time of payment to WIP Systems. However, if Customer does not include the Payment Fees during the payment process, WIP Systems is entitled to seek full reimbursement of the Payment Fees from Customer within sixty (60) days of the relevant payment initiated by Customer.

4.1 Term. These Terms are in full force and effect, commencing upon the Agreement Date, until the end of the Subscription to the Services, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

4.2 Termination for Cause. Either Customer or WIP Systems may terminate Customer's Account, Subscription, Subscription Term, and/or access to the Services, as applicable, upon written notice, in case that the other party (a) is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from/by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

4.3 Termination by Customer. Customer may terminate Customer's Account, Subscription, Subscription Term, and/or access to the Services by canceling the Services, whereby such termination shall not derogate from Customer's obligation to pay applicable Fees. The effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer's obligation to pay the Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Fees.

5.1 Customer Data. Customer maintains full ownership of its Customer Data and retains all rights to it. Customer grants WIP Systems a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use the Customer Data as necessary to provide the Services as outlined in this Agreement. Both parties are responsible for implementing reasonable technical, organizational, and administrative security measures, appropriate to the Services, to protect the Customer Data in accordance with industry standards. WIP Systems has its own security measures as specified in Section 8.4. If WIP Systems reasonably believes that any issues with the Services are caused by the Customer Data or Customer's use of the Services, Customer agrees to cooperate fully with WIP Systems to identify and resolve the problem. Customer is responsible for complying with all intellectual property laws and obligations related to the Customer Data, as well as any legal duties that arise from using the Services. This includes providing necessary information and notices, as well as obtaining any required consents. This Agreement outlines WIP Systems' exclusive obligations concerning the care and handling of Customer Data. After an account has been inactive for one hundred twenty (120) days, WIP Systems will automatically delete any remaining Customer Data and the Customer Account. It is the Customer's responsibility to download their desired Customer Data before deletion by WIP Systems as stated in this Agreement.

5.2 Customer Account. Customer assumes full responsibility for the following: (i) configuring its Customer Account; (ii) operating, maintaining performance, and ensuring the security of its own equipment, networks, and other computing resources used to connect to the Services; (iii) enforcing Customer's session policy and ensuring that all Users properly exit or log off from the Services at the end of each session; (iv) maintaining the confidentiality of its Customer Account, User IDs, conference codes, passwords, and/or personal identification numbers associated with the Services. Customer agrees not to share login information among Users; and (v) accepting liability for all activities and uses of the Services that occur using Customer's password or Account. Customer is obligated to promptly notify WIP Systems of any unauthorised use of its Customer Account or any security breaches related to its use of the Services. Customer will be held responsible for any losses, damages, liabilities, expenses, and attorneys' fees incurred by WIP Systems or a third party resulting from unauthorised use of a Customer Account. Ownership of a Customer Account is directly tied to the individual or entity that completes the registration process for that particular Customer Account. Customer acknowledges that WIP Systems will rely on the information provided by Customer to address any issues or concerns related to the Customer Account.

5.3 Customer Account Access. The owner of the Customer Account, along with authorised Users, will have access to the information within the Customer Account, subject to the sharing settings configured for the account. WIP Systems will not grant access to any other individual or entity without prior consent from the Customer Account owner. Customer acknowledges that WIP Systems may rely on instructions provided by the Customer Account owner through the Account dashboard or via email from the registered address associated with the Customer Account. Customer agrees not to request access to or information about an account that is not owned by the Customer. In the event of a dispute concerning Customer Account data, WIP Systems will only disclose information to individuals other than the Customer Account owner in accordance with a court order or other legally authorised waiver and release as determined by WIP Systems. Customer bears sole responsibility for understanding the settings, privileges, and controls pertaining to the Services. This includes managing permissions for User access and privileges, such as the ability for Users to invite other Users (whether paid or unpaid) to utilize the Services, incur charges on the Customer Account, and access, modify, or share estimates, projects, and other relevant data. Customer is accountable for the actions and activities of all Users, including any orders placed and how Users handle the Customer Data, even if those Users are not part of Customer's organization or domain.

6.1. WIP SYSTEMS WARRANTS THAT THE SERVICES WILL MATERIALLY CONFORM TO THE SERVICES DESCRIPTIONS. WIP SYSTEMS' ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, IN WIP SYSTEMS' SOLE DISCRETION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES OR TO TERMINATE THE NON-CONFORMING SERVICES, PROVIDE A PRORATED REFUND OF ANY UNUSED PREPAID FEES FROM THE PERIOD OF NON-CONFORMANCE, AND PROVIDE RELIEF FROM ANY SUBSEQUENT PAYMENTS DUE WITH RESPECT TO SUCH NON-CONFORMING SERVICES. WIP SYSTEMS SHALL PROVIDE CONSULTING SERVICES, IF PURCHASED, IN A PROFESSIONAL AND WORKMANLIKE MANNER. WIP SYSTEMS' ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER THIS WARRANTY REGARDING CONSULTING SERVICES IS RE-PERFORMANCE OF THE CONSULTING SERVICES OR, IF RE-PERFORMANCE IS NOT POSSIBLE OR CONFORMING, THEN WIP SYSTEMS SHALL REFUND THE AMOUNT PAID FOR THE NON-CONFORMING CONSULTING SERVICES.

6.2. THE FOREGOING LIMITED WARRANTY DOES NOT COVER PROBLEMS ARISING BY ACCIDENT, ABUSE OR USE IN A MANNER INCONSISTENT WITH THIS AGREEMENT OR RESULTING FROM EVENTS BEYOND WIP SYSTEMS' REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, UNAVAILABILITY OF THE SERVICES OR USE OF THE SERVICES IN COMBINATION WITH A THIRD-PARTY NETWORK OR SYSTEM, HARDWARE, SOFTWARE, SERVICE OR DATA. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WIP SYSTEMS AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, AND ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, OR LACK OF VIRUSES, BUGS OR ERRORS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS IN THIS SECTION 6.2 MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.

6.3. CUSTOMER REPRESENTS AND WARRANTS THAT IT IS ENTITLED TO TRANSFER THE CUSTOMER DATA TO WIP SYSTEMS SO THAT WIP SYSTEMS AND ITS SUB-PROCESSORS AND AFFILIATES MAY LAWFULLY USE, PROCESS, AND TRANSFER THE CUSTOMER DATA IN ACCORDANCE WITH THIS AGREEMENT ON CUSTOMER'S BEHALF.

6.4 Indemnification by Customer. CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD WIP SYSTEMS, ITS AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, INVESTORS, CONTRACTORS, OR REPRESENTATIVES HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, MADE IN CONNECTION WITH OR ARISING OUT OF CUSTOMER'S OR ITS USERS' USE OF THE SERVICES, CONNECTION TO THE SERVICES, VIOLATION OF THE TERMS, VIOLATION OF AN APPLICABLE LAW, SUBMISSION, POSTING, OR TRANSMISSION OF CUSTOMER CONTENT TO THE SERVICES, AND/OR VIOLATION OF ANY RIGHTS OF ANOTHER INDIVIDUAL OR ENTITY. WIP SYSTEMS RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND, IN ANY EVENT, CUSTOMER WILL COOPERATE WITH WIP SYSTEMS IN ASSERTING ANY AVAILABLE DEFENSES.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS AND A BREACH BY CUSTOMER OF SECTION 2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSSES, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATING TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; AND (v) UNAVAILABILITY OR NON-PERFORMANCE OF ANY OR ALL OF THE SERVICES, IN EACH CASE, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS IN THIS SECTION 7 MAY NOT APPLY IF CUSTOMER IS LOCATED IN SUCH A JURISDICTION.

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS AND A BREACH BY CUSTOMER OF SECTION 2, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES, LICENSORS AND SERVICE PROVIDERS ARISING OUT OF THIS AGREEMENT AND/OR THE TERMINATION THEREOF SHALL BE LIMITED TO THE SUM OF THE AMOUNTS ACTUALLY PAID FOR THE APPLICABLE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY, OR, IN THE CASE OF WIP SYSTEMS CONSULTING SERVICES, THE AMOUNTS ACTUALLY PAID FOR THE APPLICABLE CONSULTING SERVICES. THE FOREGOING SHALL NOT LIMIT CUSTOMER'S OBLIGATIONS TO PAY ANY FEES AND/OR OTHER SUMS DUE TO WIP SYSTEMS. THE SERVICES DESCRIPTIONS MAY CONTAIN ADDITIONAL LIMITATIONS OF LIABILITY RELATED TO INDIVIDUAL SERVICES.

8.1 Third-Party Products, Services or Content. Services may contain features or functions that enable interoperation with third-party products, services, or content. WIP Systems may also provide access to third-party products, services, or content directly within the Services. Third-party products, services or content, and customer content in third-party services, are not part of the Services and are not warranted or supported by WIP Systems. Customer's or its Users' use of such third-party products, services or content is subject to the terms of the third-party provider. To the extent Customer or its Users authorise access or transmission of Customer Data through a third-party service, in no event will WIP Systems be responsible for any use, disclosure, modification or deletion of such Customer Data or for any act or omission on the part of such third-party provider or its services.

8.2 Copyright. WIP Systems reserves the right to delete or disable any Customer Data allegedly infringing copyright(s); to require that Customer terminate the accounts of Users who are repeat copyright infringers; and to forward the information in any copyright-infringement notice to the User who allegedly provided the infringing content.

8.3 Aggregated Anonymous Data. WIP Systems may aggregate the metadata and usage data of Customer and/or its Users collected or otherwise made available through the Services so that the results are non-personally identifiable with respect to Customer and/or its Users ("Aggregated Anonymous Data"). The Aggregated Anonymous Data will be deemed WIP Systems' proprietary technology, and Customer acknowledges that WIP Systems may perpetually use the Aggregated Anonymous Data (i) for its own internal, statistical analysis, (ii) to develop and improve the Services, and (iii) to create and distribute reports and other materials regarding use of the Services. For clarity, nothing in this Section 8.3 gives WIP Systems the right (or ability) to publicly identify Customer and/or its Users as the source of any Aggregated Anonymous Data.

8.4 Security and Privacy. When providing SaaS Services, WIP Systems will (i) implement and maintain the administrative, organisational, and technical security controls, and (ii) process personal data on Customer's behalf, as may in each case be amended from time to time without notice.

8.5 Suspension of Services. WIP Systems reserves the right to suspend Customer's access to all or any portion of the Services if it determines, in its sole discretion, that (i) payment for the Services is not received within fourteen (14) days from the date on which payment is due; (ii) Customer's or its Users' use of the Services are in breach of this Agreement; (iii) Customer fails to timely address WIP Systems' request to take action pursuant to Section 2.4; (iv) Customer's use of the Services poses a security or other risk to the Services or to other users of the Services; or (v) suspension is required pursuant to a subpoena, court order or other legal process. WIP Systems agrees to notify Customer of any such suspension. Customer will remain responsible for all Fees incurred before or during any suspension. WIP Systems reserves the right, in its sole discretion, to impose reasonable Fees to, upon Customer request, restore archived data from delinquent accounts.

8.6 Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer's telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Services. If Customer's broadband connection and/or telephone service fails, or Customer experiences a power or other failure or interruption, the Services may also cease to function for reasons outside of WIP Systems' control.

8.7 Confidential Information. Customer agrees that WIP Systems Materials and WIP Systems technology are WIP Systems' confidential information. Further, Customer agrees that it shall not disclose or use any of WIP Systems' confidential information for any purpose outside the scope of this Agreement, except with WIP Systems' prior written permission. Customer shall use WIP Systems' confidential information, including the WIP Systems Materials and WIP Systems technology, only as expressly permitted in this Agreement. For the avoidance of doubt, (i) Customer Data is regarded as Customer's Confidential Information, and (ii) our Site, Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to Customer in connection with your use of the Services, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Customer; (b) was known to WIP Systems prior to its disclosure by the Customer without breach of any obligation owed to the Customer; (c) is received from a third party without breach of any obligation owed to the Customer; or (d) was independently developed by WIP Systems without any use or reference to the Confidential Information.

8.8 Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither Party will be responsible or have any liability for any delay or failure to perform its non-monetary obligations hereunder to the extent due to unforeseen circumstances or causes beyond its reasonable control, including but not limited to acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the Internet or third-party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (in each case, "Force Majeure"). The affected Party will give the other Party prompt written notice (when possible) of the failure to perform due to Force Majeure and use its reasonable efforts to limit the resulting delay in its performance.

8.9 Feedback. If Customer provides any comments, suggestions, possible improvements or other feedback to WIP Systems regarding the Services or consulting services related to this Agreement ("Feedback"), WIP Systems may use such Feedback for any purpose without any compensation or obligation to Customer provided such use does not violate WIP Systems' confidentiality obligations under this Agreement. Customer grants WIP Systems an irrevocable, worldwide, royalty-free, transferable, sublicensable and perpetual license to use, modify, publish and distribute such Feedback, as well as to make, have made, distribute, sell, offer to sell, display perform and otherwise exploit products and services that use such Feedback for any purpose without restriction.

8.10 Relationship of the Parties. The Parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the Parties. WIP Systems may subcontract responsibilities under this Agreement but remains responsible for its breach of this Agreement by the acts or omissions of WIP Systems or its subcontractors. No person or entity not a Party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof.

8.11 Eligibility and Scope. To use the Services, Customer represents and warrants that Customer is competent to enter into this Agreement and that Customer and its Users are each at least 18 years of age. If the laws where Customer or its Users reside require that Customer or its Users be older for WIP Systems to lawfully provide the Services to them and use their personal data without parental consent, then Customer or its Users must be that older age. If the representations and warranties above in this Section 8.11 are not true, or if WIP Systems has previously prohibited Customer or its Users from accessing or using the Services, Customer or such Users may not access or use the Services.

8.12 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without WIP Systems' prior written consent, except that Customer may assign this Agreement in whole to one of Customer's Affiliates, or to a successor in interest as part of a corporate reorganisation, consolidation, merger, or sale of all or substantially all of its assets. Customer shall promptly provide notice to WIP Systems including documentation sufficient to evidence completion of any permitted assignment. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each Party and their respective successors and permitted assigns.

8.13 Anti-Corruption. The Parties shall comply with all applicable laws relating to anti-bribery, anti-slavery and anti-corruption. Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement.

8.14 Audit. To the extent permitted by applicable law, Customer agrees to allow WIP Systems to audit Customer's compliance with this Agreement.

8.15 Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the Customer Account or such other address as either Party may specify by notice to the other Party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the mail. A copy of all legal notices from Customer to WIP Systems must also be sent to the email address legal@wipsystem.com. WIP Systems may provide Customer with general notices through in-product messaging or dashboards, which shall likewise be deemed effective immediately.

8.16 Entire Agreement; Order of Precedence. The Agreement sets forth the entire agreement and understanding of the Parties relating to the Services and Customer Data and supersedes all prior and contemporaneous oral and written agreements. Nothing contained in any other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any WIP Systems license program terms under which an Order is submitted. Notwithstanding the foregoing, in the event of a conflict between this Agreement and an order form prepared solely by WIP Systems, referencing this Agreement as governing terms, and signed by the Parties (an "Order Form"), such Order Form shall control. The terms of this Agreement may be updated by WIP Systems from time to time without notice (but will be identified by the last updated date) and may be reviewed at https://www.wipsystem.com. Customer's continued access to and use of the Services constitutes acceptance of the then-current terms.

8.17 Miscellaneous Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. Any provision of this Agreement that by its nature is reasonably intended to survive beyond its termination or expiration shall survive. Notwithstanding the foregoing, Sections 1 (Definitions), 2.2 (Limitations on Use), 2.3 (Inappropriate Content), 2.4 (Violations of Limitations on Use), 2.5 (Proprietary Rights), 3 (Orders, Fees, and Payments), 5 (Customer Data and Account), 6.4 (Indemnification by Customer), 7 (Limitation of Liability), 8.2 (Copyright), 8.3 (Aggregated Anonymous Data), 8.5 (Suspension of Services), 8.7 (Confidential Information), 8.13 (Anti-Corruption), 8.15 (Notices), 8.16 (Entire Agreement; Order of Precedence), 8.17 (Miscellaneous Terms), and 8.18 (Choice of Law and Disputes) shall survive any termination of the Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified by the court and interpreted to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the other provisions of this Agreement shall remain in full force and effect. WIP Systems' resellers and distributors do not have the right to make modifications to this Agreement or to make any additional representations, commitments, or warranties binding on WIP Systems, its Affiliates, or its subcontractors. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any Party unless agreed to in writing by such Party. WIP Systems' failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement is agreed to through purchase (including automatic renewals) and/or use of the Services.

8.18 Choice of Law and Disputes. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without giving effect to its conflicts of laws rules or the United Nations Convention on Contracts for the International Sale of Goods. Customer consents to the exclusive personal jurisdiction and venue in Melbourne, Victoria, Australia under the Rules of the Australian Centre for International Commercial Arbitration (ACICA) in accordance with the ACICA Arbitration Rules. Notwithstanding the foregoing, Customer agrees before taking any formal action that Customer will contact WIP Systems at the email address legal@wipsystem.com and provide a brief, written description of the dispute and Customer's contact information (including Customer's username, if Customer's dispute relates to an account). Except for intellectual property and small claims court claims, the Parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with WIP Systems, and good faith negotiations shall be a condition to Customer initiating legal action.

If you have questions regarding our practices or this Terms of Service, or to send us requests or complaints relating to Personal Data, please contact us:

WIP Systems Australia Pty Ltd.
535 Heidelberg Road, Alphington
Victoria 3078 Australia

or

legal@wipsystem.com