Objective Connect Terms of Service

PLEASE NOTE: Below is a copy of the Objective Connect Service Agreement that appears when an account is created in Objective Connect. For those visitors who wish to subscribe to Objective Connect and who are happy to read legal terms and conditions at the time of download the same terms can be read before clicking “I Accept” as part of the registration process.

This Agreement should be read together with an Order Form.

Last updated: 7 April 2013

THESE TERMS OF SERVICE ARE A BINDING AGREEMENT for supply by Objective of its Connect software-as-a-service solution ("Objective Connect Service"), including all updates and new releases, plug-ins, adaptors, components, modules or programs.

Objective makes the Objective Connect Service available to individual persons for their own use. In such cases the person who clicks “Accept” is representing to Objective that they are able to enter into a legally binding and enforceable contract, they have read and understood this Agreement, and they acknowledge they are personally bound by this Agreement.

Objective also makes the Objective Connect Service available to single legal entities for their business use and use by authorised employees, agents and/or contractors as part of day-to-day business-related work activities. In such cases the person who clicks “Accept” is representing to Objective that they have the authority to bind the single legal entity to the terms and conditions of this Agreement, that this Agreement has been read and understood by the single legal entity and the single legal entity acknowledges it is bound by this Agreement and is responsible to ensure compliance with this Agreement by all the persons it authorizes to use the Objective Connect Service.

Objective invites prospective Customers to subscribe to the Objective Connect Service through the online sign on process. Clicking “Accept” and completing the registration process is an offer to Objective to acquire the Objective Connect Service on the terms of this Agreement and Objective’s processing of that registration is Objective’s acceptance of that offer.

Completing the registration process enables an individual person to become a registered User of the Objective Connect Service, whether on their own behalf or as authorized by a single legal entity Customer. All Users are bound to comply with the terms and conditions of this Agreement in so far as they relate to Users and more particularly are obliged to comply at all times with the Acceptable Use Policy at www.objectiveconnect.com/legal

PLEASE NOTE THAT CLICKING THE “ACCEPT” BUTTON BELOW MEANS OBJECTIVE’S TERMS AND CONDITIONS FOR THE OBJECTIVE CONNECT SERVICE HAVE BEEN REVIEWED AND AGREED AND THE PERSON CLICKING “I AGREE” IS REPRESENTING TO OBJECTIVE THAT OBJECTIVE CAN RELY ON THAT ACKNOWLEDGEMENT TO PROCEED TO PROCESS THIS AGREEMENT.

IF FOR ANY REASON THESE TERMS AND CONDITIONS ARE NOT ACCEPTED PLEASE DO NOT CLICK “ACCEPT”. IF THE “ACCEPT” BUTTON HAS BEEN CLICKED IN ERROR PLEASE CONTACT OBJECTIVE IMMEDIATELY AND BEFORE ANY USE IS MADE OF THE OBJECTIVE CONNECT SERVICE SO WE CAN CANCEL THE ERRONEOUS ACCESS. WE CAN BE CONTACTED ON www.objectiveconnect.com/about

IN CONSIDERATION of the covenants in this Agreement Objective and the Customer agree as below.

1. DEFINITIONS & INTERPRETATION

1.1 “Agreement” means this Services Agreement,which may also be referred to as Terms of Service,as amended from time to time including terms included by reference. To be clear, the Order Form, Acceptable Use Policy and Privacy Policy are included by reference.

1.2 “Acceptable Use Policy” means Objective’s Connect Acceptable Use Policy set out at www.objectiveconnect.com/legal.

1.3 “Business Day” means 8.30 a.m to 5.30 p.m Monday to Friday and excludes weekends and gazetted public holidays in New South Wales.

1.4 “Confidential Information” means all non-trivial information concerning a Party’s business or purpose, including information marked or otherwise designated as confidential, that the discloser treats as confidential or which the recipient knows or ought reasonably to know is confidential, and includes any trade secret, and to be clear it includes the Connect software and the Objective Connect Link software. It does not include any information which is in the public domain other than as a consequence of breaching an obligation of confidence under this Agreement.

1.5 “Connection” means a single Document uploaded to the Objective Connect Service by a Share Owner together with each Participant invited to that Share by the Share Owner, whether uploaded via Connect Link or directly. To be clear, each Share Owner has a Connection allocation and may acquire further Connections for additional Fees.

1.6 "Connection Allocation" means the cap on the number of Connections allocated for a Share.

1.7 “Customer” means, as the case may be:

  • 1.7.1 the individual person acquiring the Objective Connect Service on their own account and agreeing to be bound by these Terms of Service or
  • 1.7.2 the single legal entity, whether a private sector or government entity, acquiring the Objective Connect Service for itself to be used by persons working for or contracted to that entity, and who agrees to be bound by these Terms of Service and to ensure those persons also comply.

1.8 “Customer Data” means all data and information including but not limited to personal identification information of Users and Documents and Folders, and includes all data and information supplied by Participants to each Share established by Customer.

1.9 "Customer's ECM" means the Customer's electronic content management system into which Objective Connect Link may be integrated, as further defined at www.objectiveconnect.com .

1.10 “Document” means any single unstructured information asset that is uploaded to a Share such as a document, diagram, spreadsheet, image, presentation and/or drawing. The foregoing list is not exhaustive.

1.11 “Edition” means one of categories of the Objective Connect Service available to Customers and may include:

  • 1.11.1 Free Edition,
  • 1.11.2 Standard Edition,
  • 1.11.3 Other as made available from time to time by Objective.

1.12 “Fees” means the prices to be paid by Customer for Objective’s supply of the Connect Service as set out in the Order Form.

1.13 “Folder” means a folder or file in the Customer’s ECM which contains Documents, and which is made the subject of a Share by the User.

1.14 “Force Majeure” means a situation, circumstance or cause, the effect of which, directly or indirectly, is that Objective is not reasonably able to meet its obligations under this Agreement and may include but is not limited to communications network interruption or outage or storage tape or disc failure, or acts of God, fire, lightning, flood, explosion, earthquake, storm, cyclone, natural disaster; radioactive, toxic or dangerous chemical contamination; riots, terrorism, civil commotion, malicious damage, sabotage, act of a public enemy, war (declared or undeclared) or revolution; action or inaction by a court, government or authority, denial, refusal or failure to grant any permit, authorisation, licence, approval or acknowledgement despite timely best endeavours exercised by Objective to obtain the grant; labour trouble (but not labour trouble of the workforce of the Objective) including strikes, lockouts, industrial or labour disputes or difficulties, work bans, blockages or picketing; accident; inability to obtain material, power, equipment and/or transportation, unavailability of essential equipment, goods, supplies or services including internet and other communications link access and abnormal breakdown of any facilities, machinery or equipment.

1.15 “GST” means any tax in the nature of a tax on the supply of goods and/or services levied imposed or assessed by the Commonwealth of Australia or any State or territory of Australia, which may be in effect during the term.

1.16 “Intellectual Property” means industrial or intellectual proprietary rights under statute or at common law or equity which now exist or may exist in the future, including but not limited to copyright, design, trademarks, patents, semi-conductor or circuit layout rights, trade secrets, business or company names, domain names, blog, social networking and other internet titles, or right to apply for any of the rights referred to in above and subsists in all documents, reports, diagrams, code, application interfaces and other materials. The foregoing list is not exhaustive and to avoid doubt it covers Objective’s Application, software code, whether source or object, routines and related programming language, instructions, methods, techniques, links and templates, documents, manuals, diagrams and images including virtualised images of the Application, howsoever stored or hosted.

1.17 “Objective” “we”, “us” and “our” mean Objective Corporation Limited ABN 16 050 539 350 a company duly incorporated in the State of New South Wales, Australia and having its registered office at Level 37, 100 Miller Street, North Sydney, N.S.W 2060 AUSTRALIA.

1.18 “Objective Connect Service” means:

  • 1.18.1 In all cases, Objective Connect in the Cloud; and
  • 1.18.2 For those Customers who acquire it, Objective Connect Link as well.

1.19 “Objective Connect in the Cloud” means Objective’s application which operates to provide information-sharing capability, installed and operated in a data centre and accessible for use by Users using laptops, desktops, mobile devices via the Internet, and includes all updates and new releases, plug-ins, adaptors, components, modules or programs associated with that application.

1.20 “Objective Connect Link” means Objective’s agent software which operates to provide integration between Objective Connect in the Cloud and Customer’s ECM, installed at Customer’s premises.

1.21 “Objective Connect Reporting Dashboard” means the specific reporting interface component of the Objective Connect Service available in certain paid Editions of the Objective Connect Service as stipulated in Objective’s pricing page at www.objectiveconnect.com/products/pricing.

1.22 “Order Form” means the hardcopy or electronic document, as the case may be,utilised to record Customer’s acquisition of the Objective Connect Service.

1.23 “Participant” means a User who is invited by a Share Owner(s) to join a Share. To be clear, a Participant may, himself or herself, elect to become a Share Owner(s) in his or her own right and may be covered by both definitions simultaneously.

1.24 "Party" means a party to this Agreement.

1.25 “Permissions” means the approvals and authorisation given to Participants by Share Owners.

1.26 “Privacy Policy” means Objective’s Privacy Policy set out at www.objectiveconnect.com/legal.

1.27 “Registration” means the act of signing up to use the Objective Connect Service (i.e logging in, creating a password which meets Objective’s security criteria and activating new registration from an email link). To be clear a person registers by designating a specific user ID and password in order to commence use of the Connect Service as a User.

1.28 “Share” means, in context:

  • 1.28.1 the act of making a controlled copy of a Document and/or Folder available in Objective Connect Service (whether directly or using Objective Connect Link) for a Participant to access;
  • 1.28.2 An encrypted environment into which Documents and/or Folders may be uploaded by a Share Owner for sharing with a Participant.

1.29 “Share Owner” means a User who is authorised to establish a Share(s) using the Objective Connect Service, upload Documents to the Share(s) and to invite Participants to join those Share(s).

1.30 “single legal entity” means a company, business, firm, agency, department or other organisation or entity recognised as a legal entity and capable of forming a legally binding contract for the acquisition of the Objective Connect Service.

1.31 "Storage Allocation" means the cap on the allocated amount of storage for a Share.

1.32 “Support” means the self-service support arrangements available at www.objectiveconnect.com/resources.

1.33 “Term” means the duration of the Objective Connect Service acquired by the Customer as specified in an Order Form, more particularly:

  • 1.33.1 Free Edition, ongoing at Objective’s discretion;
  • 1.33.2 Standard Edition After a free 60 day trial minimum twelve (12) months or longer as set out in an Order Form.;
  • 1.33.3 Any Edition with Objective Connect Link and/or Objective Connect Reporting Dashboard, minimum twelve (12) months;
  • 1.33.4 Other Editions, to be agreed and set out in an Order Form.

1.34 “User” means an individual person registered to use the Objective Connect Service, whether as a Share Owner or as Participant or both.

1.35 “Virus” means any malicious code affecting a computer or mobile telephone and includes but is not limited to adware, spyware, Trojan horses and worms and other malicious code, whether or not it replicates itself, having the effect of interrupting, diminishing, altering or stopping the operation of the Objective Connect Service.

1.36 “Website” means www.objectiveconnect.com.

1.37 “You” and “Your” means Customer.

1.38 In this Agreement, unless the context otherwise requires:

  • 1.38.1 The singular includes the plural and vice versa;
  • 1.38.2 Headings are used for convenience only and do not affect the interpretation of this Agreement;
  • 1.38.3 A reference to a clause is a reference to a clause of this Agreement;
  • 1.38.4 a clause contains a number of sub-clauses then, unless expressly stated otherwise, each sub-clause is an independent requirement or obligation;
  • 1.38.5 the word “person” means a natural person or any other legal entity whether incorporated or not;
  • 1.38.6 all references to monetary amounts are a reference to Australian dollars unless otherwise specified;
  • 1.38.7 the word “includes” or any form of that word must be construed as if it were followed by the words "without being limited to”;
  • 1.38.8 “month” means calendar month and “year” means calendar year;
  • 1.38.9 “day” means calendar day and Business Day;
  • 1.38.10 reference to “writing” includes any mode of representing and reproducing words in tangible and permanently visible form and includes facsimile and e-mail transmission.

1.39 If there is any inconsistency between this Agreement and a Statement of Work this Agreement shall prevail.

2. AGREEMENT SCOPE

2.1 This Agreement governs use of the Objective Connect Service by the Customer, including all those individual persons who complete registration as Users for and on behalf of Customer.

2.2 This Agreement may be amended from time to time by Objective by posting the amended Agreement on the Website or sending a notice to Customer about the amendment or introducing the amendment into a login process. To be clear, Objective will act reasonably to bring any amendments to Customer’s attention and the amended Agreement will automatically be effective on the earlier of:

  • (a) Seven (7) days of notice being posted on the Website;
  • (b) Seven (7) days of notice being sent to Customer; or
  • (c) Customer’s acceptance of the amendment through the login process.

2.3 Customer agrees it will, and will ensure its Users will make themselves aware of amendments and Customer acknowledges and accepts that continued use of the Objective Connect Service will mean the amendments have been unconditionally accepted.

2.4 Customer agrees that it is liable for all acts and omissions of its Users and is responsible for each Share established. To be clear Customer is responsible for the acts or omissions of Participants invited by Customer to each Share.

2.5 This Agreement also covers use of separate supplied software called Objective Connect Link for those Customers who acquire that functionality.

2.6 In addition to the clauses of this Agreement Objective’s Acceptable Use Policy and its Privacy Policy are incorporated into and form part of this Agreement.

2.7 Capitalised terms used throughout this Agreement are defined in clause 1.

3. AGREEMENT TERM

3.1 This Agreement is in effect for the Term.

3.2 For those Customers acquiring the Free Edition, this Agreement is in effect for as long as Objective, at its discretion, offers the Service. The Customer may upgrade at their election and at any time to a paid Edition and in so doing a fresh Agreement will be formed with a fresh Term for that paid Edition.

3.3 For those Customers acquiring the Standard Edition for the free period, this Agreement is in effect for that free period. The Customer may upgrade at their election and at any time to a paid Standard Edition or other paid Edition and in so doing a fresh Agreement will be formed with a fresh Term for that paid Edition.

4. OBJECTIVE COMMITMENT

4.1 Other than the express warranties following, Objective makes the Objective Connect Service available to Customer on an “as is” basis as far as allowable by law and Customer agrees this is reasonable having regard to the fact that the Objective Connect Service is a cloud-based service offered on a software-as-a-service basis and Customer may access the Objective Connect Service on a Free Edition to determine the suitability of the service for Customer’s own needs.

4.2 Objective warrants that:

  • (a) It has the authority to enter into this Agreement with Customer;
  • (b) The Objective Connect Service will function substantially in accordance with the published documentation describing the service on www.objectiveconnect.com.

4.3 In the event of a breach of the warranty at 4.2(b) Objective will, at its option, either:

  • (a) Modify the Objective Connect Service to conform with the published documentation; or
  • (b) Provide a workaround to reasonably meet Customer’s requirements.

4.4 For those Customers who acquire Objective Connect Link, Objective may agree to supply professional consulting services to install and configure the Objective Connect Link software to Customer’s ECM production environment and such supply will be subject to separate terms and conditions for such services.

4.5 As each User registers to use Objective Connect Service, whether to set up a Share as a Share Owner or to join a Share having been invited to become a Participant by a Share Owner, Objective will collect personal identification information and Objective will comply with its Privacy Policy in respect of all such personal identification information.

4.6 Objective will use Customer Data strictly for the purposes of complying with this Agreement however Objective reserves the right to:

  • (a) Monitor and report back to Customer on Customer’s usage of the Objective Connect Service; and
  • (b) Bundle Customer’s usage information together with all Customers’ usage information to identify trends and prepare reports provided that all reports will aggregate Customer’s data and ensure that the Customer is not specifically identified in such reports.

4.7 Objective will locate the Objective Connect Service in Australia.

4.8 Objective will encrypt Customer Data.

4.9 Objective will maintain the Share and all Customer Data contained therein for the following periods depending on which Edition Customer has acquired:

  • (a) three (3) months after the Free Edition Term has ended, or longer period if required by law;
  • (b) six (6) months after the paid Standard Edition Term has ended, or longer period if required by law;
  • (c) such other period as may be agreed, or longer if required by law, for other Editions.

4.10 All rights not expressly granted to Customer in this Agreement are reserved by Objective.

5. CUSTOMER RESPONSIBILITIES

5.1 The Customer will:

  • (a) be responsible for all Customer Data for use of the Objective Connect Service and Customer acknowledges Objective is not obliged to modify or add to Customer Data;
  • (b) be responsible for all network and communications links from its premises to the authorised access point for use of the Objective Connect Service;
  • (c) scan all Documents and/or Folders for Viruses and do all acts and things reasonably necessary to avoid introducing a Virus to the Objective Connect Service or its hosted environment;
  • (d) observe the conditions for Objective Connect Link and the conditions for the Objective Connect Service at all times and avoid all infringement of Objective’s Intellectual Property Rights;
  • (e) itself and will ensure all Users:
    • (i) comply at all times with Objective’s Acceptable Use Policy;
    • (ii) supply accurate personal identification information including but not limited to name, email and contact details in the registration activity to use the Objective Connect Service;
    • (iii) keep their personal identification information accurate and up-to-date;
    • (iv) control only their respective individual named accounts and their login and password is not accessed or accessible by any other person;
    • (v) inform Objective as soon as practicable of the details in the event any login or passwords are comprised; and 
    • (vi) utilise the Support arrangements.

5.2 The Customer acknowledges:

  • (a) performance of the Objective Connect Service and, where applicable, Objective Connect Link, is subject to Customer’s use and the use by User representatives of Customer, so the software is subject to continued development so Objective cannot reasonably and does not guarantee performance;
  • (b) the Connection Allocation per Share Owner is:
    • (i) 400 for free trial period of Standard Edition, 500 for paid Standard Edition;
    • (ii) to be determined for other Editions.
  • (c) The Storage Allocation per Share Owner is:
    • (i) 2GB for Free Edition;
    • (ii) 20GB for paid Standard Edition;
    • (iii) to be determined for other Editions.
  • (d) Viruses and new forms of security breaches continue to be developed and to impact computing and telecommunications networks so Objective cannot reasonably and does not guarantee the security of the Connect Service beyond the express warranties made in this Agreement;
  • (e) Documents and/or Folders uploaded to a Share are at Customer’s sole risk and responsibility i.e Objective will conduct its own backups of the Connect application however we will not offer a restore service for any lost or damaged data;
  • (f) Shares established by a Customer are the responsibility of the Customer. To be clear, a Customer will be liable to Objective for the acts or omission and any non-compliance with User terms of any Participant invited to a Share;
  • (g) Customer is responsible for managing and monitoring its Permissions to Participants;
  • (h) Objective may delete all Customer’s Shares and all Documents contained therein from the Connect Service servers after the periods in clause 4.9 have expired.

6. OBJECTIVE CONNECT LINK SOFTWARE LICENCE TERMS

6.1 For those Customers who acquire the Objective Connect Link component of the Objective Connect Service, Objective licences its Objective Connect Link agent to Customer on the following basis and Customer agrees to the licence conditions:

  • (a) a personal, non-exclusive, non-transferable and non-sublicensable limited term licence to use the Objective Connect Link software for the Term of the Objective Connect Service only and strictly on Customer’s ECM system for Customer’s own internal business purposes for the maximum number of Users, in object code form only and subject to the restraints in this Agreement. The Customer’s use must not exceed permitted use under any applicable copyright legislation. The Customer must ensure that any notices in relation to Intellectual Property rights contained in or placed on the Objective Connect Link software are not removed, or modified or adapted in any way;
  • (b) Customer is authorised to make one copy of the Objective Connect Link software strictly as part of Customer’s single copy of its Customer’s ECM production instance for backup and archival purposes;
  • (c) Customer acknowledges the Objective Connect Link software will only function while the Objective Connect in the Cloud component of the Objective Connect Service is supplied and the Objective Connect Link software will therefore cease to function at the conclusion of this Agreement as the Objective Connect Services ends;
  • (d) Notwithstanding the end of this Agreement Customer’s obligation to comply with the licence conditions in this clause 6 continue in effect after termination.

6.2 The grant of licence is term-limited for the Term of this Agreement and may be revoked earlier by Objective in the event the Customer materially breaches this Agreement by infringing Objective’s intellectual property rights or any User violates Objective’s Acceptable Use Policy.

6.3 It is an express condition of the licence that the Customer will not:

  • (a) modify, enhance, improve, adapt, alter, translate, publish or create derivative works from the Objective Connect Link software;
  • (b) merge or otherwise subsume the Objective Connect Link software within or with other software and/or documents or permit it to be combined with any other programs to form a combined work;
  • (c) give, perform, deliver, display, distribute, licence, sub-licence, sell, lease, rent or loan the Objective Connect Link software, or any part thereof, or otherwise encumber it in any way, to any third party whether associated with the Customer or not, or otherwise delegate or subcontract any or all of the Customer’s rights or obligations arising out of the grant of licence, or transfer, assign or novate the Objective Connect Link software or provide access or use of it or any part, module, feature or function to any third party or third parties;
  • (d) reverse engineer, reverse compile, decompile, disassemble, or otherwise attempt to derive the source code or create derivative works from the source code for the Objective Connect Link software;
  • (e) open, break, crack, scan, read or otherwise violate any protected file relevant to the installation activity for the Objective Connect Link software. To avoid doubt, access to protected files by the software itself as part of its normal operation is not prohibited;
  • (f) publish the results of any benchmark tests run on the Objective Connect Link or any component or module of the it;
  • (g) remove or alter or obscure any proprietary labels or notices from the Objective Connect Link software; and/or
  • (h) use the Objective Connect Link software in furtherance of the planning, construction, maintenance, operation or use of any nuclear facility or for the flight, navigation or communication of aircraft or ground support equipment, or for any other purpose outside of the scope of this Agreement without Objective’s prior written consent.

7. CHARGES

7.1 The Connect Service will be made available to Customer at the Fees, if any, set out in the Order Form.

7.2 For those Customers acquiring the Free Edition the fees are nil dollars for the Term. Thereafter Customer may acquire a paid Edition for a new Term under a fresh Agreement. For those Customers acquiring the Standard Edition for the free trial period the fees are also nil dollars. Customer may upgrade to a paid Edition thereafter at their election at any time and Fees for that paid Edition will commence from that acquisition date.

7.3 For those Customers acquiring the Objective Connect Link component, the related installation and configuration services will be supplied by Objective at the Fees and on separate conditions set out in a Statement of Work appended to the Order Form.

7.4 If Customer acquires a paid Edition of Objective Connect Service for a Term and subsequently upgrades to a new Edition or acquires additional components, for example Objective Connect Link and/or Objective Connect Reporting Dashboard, the purchase price for the new Edition or additional component will be pro-rated to terminate at the end of the original Term.

7.5 All payments for paid Editions are due in advance of use of the paid Edition. To be clear, Customer shall pay Fees for a paid Edition on an annual-in-advance basis to Objective as specified in an Order Form.

7.6 All Fees are GST exclusive unless otherwise expressly indicated and Customer agrees to pay GST as applicable to the Objective Connect Service.

7.7 All payments must be made in accordance with the Order Form.

7.8 Customer warrants that the Fees at www.objectiveconnect.com/products/pricing have been understood.

7.9 If Objective introduces any new Editions or new components to the Objective Connect Service, Objective reserves a right to apply Fees to the new scope and Objective will notify the Customer of the new scope and Fees in accordance with the amendment process at clause 2.2.

8. INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA

8.1 Intellectual Property in the Objective Connect Service and all documentation associated with it as well as Objective Connect Link, including any development throughout the Term and all the material presented on the website www.objectiveconnect.com (excepting third party trademarks and logos and open source software, if any) is held wholly by Objective.

8.2 Intellectual Property in any and all new material created by Objective vests automatically and immediately upon creation in Objective.

8.3 Objective does not acquire any right, title or interest in Documents and/or Folders in a Share nor any right to retain a copy of it following the end of the Term except in accordance with clause 4.9, as required to comply with any law and/or if it is, at that time, in the public domain.

8.4 Users may provide Objective with comments and feedback (“Feedback”). Customer automatically grants, and will ensure Users automatically grant, Objective a royalty-free, perpetual licence to use, reproduce, modify and adapt all such Feedback in any manner Objective sees fit without attribution to the individual author of such Feedback.

8.5 Customer agrees Objective may use Customer’s trademarks and logos on the website to publicise Customer’s use of the Objective Connect Service.

9. CONFIDENTIALITY

9.1 Each Party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, any of the other Party’s Confidential Information and will not disclose the other Party’s Confidential Information, except:

  • (a) to employees, agents, contractors or advisers needing to know the information for the purposes of this Agreement;
  • (b) with the other Party’s consent;
  • (c) if required to do so by law or a stock exchange; or
  • (d) as strictly required in connection with legal proceedings relating to this Agreement.

10. LIMITATION OF LIABILITY

10.1 Objective’s liability to Customer arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence and breach of warranty), or pursuant to statute or in equity or otherwise, shall be limited in aggregate and to direct loss only to the fees paid by Customer throughout the Term. You agree the foregoing limit is reasonable having regard to the nature of the solution and the fact that Customer has the ability to utilise the Free Edition to satisfy queries as to the operation of the solution prior to commencing use of any paid Edition.

10.2 In no event will Objective be liable to Customer for any consequential, indirect, exemplary, special, or incidental damages, even if Objective has been advised of, knows of, or should have known of the possibility of such loss, damage or expense, nor will Objective be liable for failure to make anticipated savings, lost opportunity (including loss of opportunity to earn additional profits or make savings), lost revenue, extra expenses incurred, extra costs of working, lost data, lost profit, damage to any items not provided by Objective, losses arising from business interruption or loss of goodwill, loss of use of service or equipment, loss of technology rights or services, whether arising under theory of contract, tort, strict liability or otherwise.

10.3 The following liability types are not subject to the aggregate limit:

  • (a) liability for directly causing personal injury or death to any person; and/or
  • (b) liability for directly causing damage to the tangible property of any person.

10.4 The parties intend to shorten the limitation period for claims, actions, suits or demands, whether arising on contract, tort (including negligence and breach of warranty) or pursuant to statute or otherwise, to three (3) months following termination of this Agreement, howsoever it occurs. To avoid doubt Customer agrees three (3) months is a suitable limitation period having regard to the nature of the Objective Connect solution.

10.5 Customer releases Objective from any and all liability arising out of or in connection with any action, claim, suit, demand or threat of action, claim, suit or demand by any and all Users of the Connect Service and Customer indemnifies Objective and agrees to hold Objective harmless from the Users. Customer agrees the foregoing release and indemnity is reasonable.

11. SUSPENDING SERVICE

11.1 Objective may take the Objective Connect Service offline or filter or block Customer and/or User access, without derogating from its right to terminate this Agreement and without liability for repudiation if:

  • (a) Objective is authorised to suspend the solution by a government, administrative, regulatory and/or law enforcement agency to do so;
  • (b) the presence of a Virus threatens the integrity of the Objective Connect Service, Share(s) and/or the hosted environment itself;
  • (c) Customer and/or any User is reasonably believed to have undertaken any of the prohibited actions in this Agreement. To be clear, this includes non-compliance with the Acceptable Use Policy; and/or
  • (d) Objective is facing a Force Majeure circumstance.

11.2 Objective will exercise its right to terminate in the event the suspension contemplated above continues for thirty (30) calendar days.

12. TERMINATION

12.1 For Customer acquiring the Free Edition this Agreement will come to an end at the conclusion of the Free Edition Term. To be clear, Share Owners will cease to be able to upload although the Share will continue to be accessible for the period in clause 4.9.

12.2 For those Customer’s acquiring the Objective Connect Service through a paid Edition the Term will automatically rollover to a fresh Term of the same duration unless Customer notifies Objective one (1) calendar month in advance that it wishes to interrupt or stop the auto-rollover and thereby bring this Agreement to an end. Customer shall provide such notice to Objective at www.objectiveconnect.com/about and Customer expressly agrees that failure to provide notice within time will result in the auto-rollover taking effect and the Customer’s responsibility to pay fees for the extended Term.

12.3 Customer may elect to upgrade from a paid Edition to a different paid Edition on prior notice to www.objectiveconnect.com/about and such upgrades will not interrupt the Term.

12.4 Objective may terminate this Agreement for cause before the end of the Term if:

  • (a) Customer commits a material breach of the terms of this Agreement and fails to cure the breach within fourteen (14) days of receipt of the Objective’s written notice detailing the nature of the breach;
  • (b) Customer commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise than in accordance with this Agreement; and/or
  • (c) Objective is threatened with any legal claim arising from Customer’s and/or any of the Customer’s User’s use of the Objective Connect Service and Objective is not reasonably able to modify the service in a manner to avoid liability.

12.5 Customer may terminate this Agreement for cause before the end of the Term if:

  • (a) Objective commits a material breach of the terms of this Agreement and fails to cure the breach within fourteen (14) days of receipt of the Customer’s written notice detailing the nature of the breach; and/or
  • (b) Objective commits an act of insolvency, comes under any form of insolvency administration, or assigns or purports to novate its rights otherwise than in accordance with this Agreement.

13. GENERAL

13.1 Entire Agreement. This Agreement contains the entire agreement between the parties in relation to the supply of the Connect Service by Objective and supersedes all prior agreements and undertakings (oral or written).

13.2 Assignment, Transfer and Sub-contracting. This Agreement and the obligations formed under it are personal to Objective and Customer. The Parties agree that neither Party may, directly or indirectly, assign or transfer or sub-contract any or all of its rights and/or obligations whether it is affected by sale of assets, merger, insolvency, machinery of government change or otherwise, without the other Party’s prior written consent which shall not be unreasonably withheld.

13.3 Novation. Neither Party may novate this Agreement except with the other Party’s prior written consent which may be given or withheld at that Party’s sole discretion and on such terms as that Party thinks fit and in any event on terms not less favourable than the then existing terms.

13.4 Non-solicitation of Objective personnel. Throughout the term of this Agreement and for a period of twelve (12) months after expiry or termination, Customer shall not solicit for employment, either directly or indirectly (for example though any agent, subsidiary company or associated person, firm or entity) any person employed or contracted by Objective and You shall be restrained for the same period from employing or directly contracting with any such person.

13.5 Waiver. Any waiver under this Agreement must be in writing. Waiver of any part of this Agreement does not constitute a waiver of any other part of this Agreement.

13.6 Governing Law and Jurisdiction. This Agreement is governed by and must be construed in accordance with the laws of New South Wales, Australia. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales, Australia and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement and waives any right it might have to claim that those courts are an inconvenient forum.

13.7 Variation. Except where Objective exercises its reserved right to update terms and conditions from time to time in accordance with clause 2.2, the parties can only vary, modify, amend or add a term or terms of or to this Agreement if the variation, modification, amendment or addition is in writing signed by authorised representatives of each Party.

13.8 Notices. All notices, consents, and approvals must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address identified in this Agreement and will be effective upon receipt of a facsimile confirmation message or three (3) Business Days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving written notice of the new address to the other Party but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee's time) it is deemed to have been received at 9.00am on the next Business Day.

13.9 Relationship. The relationship between the parties is one of independent contractors. Nothing in this Agreement shall be regarded as giving one Party any authority to bind the other to any agreement or purport to act as the agent of the other Party and each Party covenants and agrees that it shall not represent to any person, or act so as to cause any person to believe, that Party or any of its employees, agents, contractors or officers has or have such an authority to act as the agent of the other Party.

13.10 Severability. If a provision of this Agreement is invalid, illegal or unenforceable, then that provision, to the extent of the invalidity, illegality or unenforceability, must be ignored in the interpretation of this Agreement. All the other provisions of this Agreement remain in full force and effect. In the event and to the extent of any inconsistency between two or more documents which form part of this Agreement, those documents will be interpreted in the following order of priority.

13.11 Priority. In the event and to the extent of any inconsistency between this Agreement and an attachment to or incorporated component it, this Agreement will take priority unless expressly specified otherwise.

13.12 Time. Time is not of the essence of this Agreement except in relation to the reduced limitation period and payment period.

13.13 Survival. Clauses relating to confidentiality, Intellectual Property, Your prohibited activities, limitation of liability, shortened limitation period, payments and dispute resolution have continuing effect and survive termination of this Agreement.