TERMS AND CONDITIONS OF USE

READ CAREFULLY BEFORE ACCEPTING. THESE TERMS AND CONDITIONS OF USE WILL FORM AN AGREEMENT BETWEEN US AND COVERS IMPORTANT INFORMATION THAT WILL APPLY TO YOUR SUBSCRIPTION/LICENCE TO USE THE SIMPLEDOCS SYSTEM, INCLUDING YOUR COMMITMENT NOT TO INFRINGE OUR INTELLECTUAL PROPERTY RIGHTS, OUR LIMITATION OF LIABILITY, YOUR INDEMNITY AND RESOLUTION OF DISPUTES BY MEDIATION.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, DOWNLOADING, INSTALLING OR USING ANY PART OF OUR PRODUCTS, YOU, AND ANY OTHER USER, ("THE USER") EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

If you do not agree with any of these terms and conditions, are not over the age of 18 years and do not have a parent or guardian to accept these terms and conditions on your behalf, or otherwise do not have legal capacity to enter contracts, then you must not proceed to subscribe to or use our SimpleDocs System. If you do so, you will be deemed to have agreed to these terms and conditions.


1. PARTIES

This Terms and Conditions of Use Agreement ("T&Cs" or "Agreement") is made between SimpleDocs Pty Ltd, (ACN 143 215 105) with its principal office located at 8 Production Street, Noosaville QLD 4556 (herein after referred to as "SimpleDocs", "us", "we", "our" or "Company"), and

Each Subscriber Member who validly provides Registration Details to access and use the Subscription Services and any other person who accesses, uses or downloads the SimpleDocs System (hereinafter referred to as "User", "You", "Your" or "Subscriber Member").

2. DEFINITIONS

In addition to terms defined elsewhere in these T&Cs, and except if the context requires otherwise, the terms below shall have the meaning ascribed to them as follows.

"Confidential Information" means all information provided by one party to the other in connection with this Agreement where such information is identified as confidential at the time of its disclosure or ought reasonably considered confidential based on its content, nature or manner of its disclosure but excluding information:
(a) that enters the public domain or is disclosed to a party by a third party, other than through a breach of this Agreement;
(b) developed independently by a party; and
(c) required to be disclosed by law.

"Head Subscriber" means the individual, company, association, organisation or entity who holds a current Subscription Service.

"Intellectual Property Rights" means all intellectual property rights, including all copyright, patents, trade marks, design rights, trade secrets, domain names, know how and rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application.

"Registration Details" means the details fully and accurately completed by you on the registration page of the SimpleDocs Website.

"SimpleDocs System" means the Internet (cloud based) document storage, access and management system which is accessible to the Head Subscriber and the Subscriber Members through a single sub-domain name provide by SimpleDocs.

"SimpleDocs Website" means the Internet website that is controlled and managed by SimpleDocs and/or its employees, agents, or contractors.

"Subscriber Members" means, where the Head Subscriber is a company, organisation, association, or special interest group, the valid and current members of that Head Subscriber as determined by the rules and regulations of the Head Subscriber and any other person to whom the Head Subscriber provides access to the SimpleDocs System as part of the Subscription Services.

"Subscriber Materials" means all text, images, settings and other documents and materials uploaded or provided by the Head Subscriber or Subscriber Members for use in connection with the Subscriber Services.

"Subscription Plan" means the cost, access, use and limits of the Simple Docs System as applicable to different subscription plans as outlined on our Website.

"Subscription Services" includes access to and use of the SimpleDocs System as configured for the Head Subscriber and with the particular user roles, limits and restrictions as applicable to the particular Subscription Plan. We reserve the right to update and modify the Subscription Plan and Subscription Services from time to time upon notice to the Head Subscriber.

3. USER REGISTRATION AND LICENCE

3.1 Licence by and subject to Group Subscription. Subject to these T&Cs you have been granted a non-exclusive, worldwide, non-transferable licence to access and use the Subscription Services by virtue of your Head Subscriber's subscription ("Group Subscription Licence"). You acknowledge that your licence to use our products is further subject to the terms and conditions and the continued subscription of the Group Subscription Licence. Accordingly, the term of your licence runs contemporaneously with the Group Subscription Licence and will expire at the expiry or earlier termination date of the Group Subscription Licence.

3.2 Registration Details. In order to be able to use the Subscription Services, you must become a registered user ("Registered User"). To become a Registered User, you must accurately provide your Registration Details in the manner required by us.

3.3 Log On Details. On becoming a Registered User you may be issued with "log on" information including a user identification ("User ID") and password. Your access and use of the Subscription Service will be limited to one person at a time per User ID and password. You must keep this information secure and accept responsibility for all activities relating to the SimpleDocs System using the "log on" information issued to you. You must notify us of any unauthorised use of your "log on" information.

4. YOUR WARRANTIES AND OBLIGATIONS

4.1 Representations and Warranties. Each User represents, warrants and undertakes as follows:
(a) you are over the age of 18 years and have full legal capacity to enter legally binding contracts. If you are under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it and can accept this Agreement on your behalf;
(b) you agree to abide by and be bound by this Agreement;
(c) unless you have our prior written consent and agreement, you will only use the Subscription Service for use in relation to your membership with, and as instructed by, the Head Subscriber;
(d) you will be responsible for all aspects of the content contributed by you;
(e) you will ensure that your content is up to date, accurate and not misleading or likely to mislead;
(f) you agree that we do not accept any liability for the accuracy or content of any material posted by other users. We are not liable for any loss resulting from any action taken or reliance made by you on any information or content posted by another user;
(g) you warrant that your content is not fraudulent or defamatory and does not infringe the intellectual property rights, confidentiality rights, or privacy rights of any person or entity;
(h) you agree not to impersonate any other person;
(i) you will not post any content which contains viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
(j) you will not attempt to undermine the security or integrity of our SimpleDocs System, our Website or networks or, where the SimpleDocs Systems are hosted by a third party, that third party's computing systems and networks;
(k) you will not attempt to gain unauthorised access to any content other than that to which you have been given express permission to access or to the computer system on which the SimpleDocs System is hosted;
(l) you will not use, or allow to be used, the SimpleDocs System for any unlawful purpose or in any unlawful manner;
(m) you will not use the SimpleDocs System for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic content, or any other content which we deem, in our sole discretion, to be offensive or objectionable;
(n) you will not post or transmit any content which is offensive, defamatory, obscene, unlawful, vulgar, harmful, threatening, abusive, harassing or ethnically objectionable;
(o) you agree not to disrupt the flow of dialogue or otherwise act in a manner which negatively affects other participants;
(p) you will not copy, adapt, modify, reproduce, disassemble, decompile or reverse engineer any software coding used to deliver the SimpleDocs System or make any commercial use of any of our SimpleDocs System, or parts thereof, or our Intellectual Property, unless you have our prior written agreement to do so;
(q) you will not link, or allow to be linked, directly or indirectly to the SimpleDocs Website or SimpleDocs System or include descriptions of the SimpleDocs System or any of our services in any publication that would result in a violation of law and/or any of these T&Cs, or would be likely to harm our goodwill and reputation, except with our prior written agreement to do so;
(r) you will not access (or attempt to access) the SimpleDocs System by any means other than through the interface we or the Head Subscriber provide to you, unless you have our prior written agreement to do so;
(s) you will not access (or attempt to access) the SimpleDocs System or the SimpleDocs Website through any automated means (including use of scripts or web crawlers);
(t) you will not "frame" or "mirror" the SimpleDocs System or content on any other server or Internet-enabled device.
4.2 Breach of your Obligations. Any breach or violation of the above representations, warranties and undertakings may result in SimpleDocs suspending or terminating your licence to access and use the Subscription Service and SimpleDocs Website. In addition, we treat breach of this Agreement seriously, especially any infringement of our Intellectual Property Rights or reputation. Accordingly, without limiting our rights herein, the Company may enforce its rights and protect its interests by criminal and/or civil action against you and any person or entity related to you.

You will also be liable to us for any resulting damages caused to us or to any third party.

Without limiting the scope of clause 8 below, you agree to fully indemnify the Company and our officers, employees, agents, and consultants for all costs (including all legal costs on a solicitor client basis) in exercising our rights in relation to your breach and/or incurred to defend a third party claim and/or to enforce a claim against you.
5. Our Obligations and Rights
5.1 Our Representations and Warranties. SimpleDocs warrants that:
(a) it will exercise reasonable skill, care and attention in providing the Subscription Services to the Head Subscriber in accordance with the Subscription Agreement;
(b) the Subscriber Services will perform substantially in the manner described in the Subscription Plan;
(c) we will use reasonable commercial efforts to ensure continuity of the Subscription Service; however we cannot guarantee this. The SimpleDocs System and SimpleDocs Website may be unavailable for time to time for routine and emergency maintenance and repair purposes.
5.2 Your Content

SimpleDocs respects the confidentiality in your Subscriber Material. However, although we have no obligation to monitor your content, we reserve the right to do so for the sole purpose of ensuring your compliance to these Terms and Conditions, to provide the Subscription Services or to provide you with technical support.
You may, and it is recommended that you do, maintain copies of all of your Subscriber Materials uploaded or inputted into the SimpleDocs System as part of the Subscription Services. SimpleDocs adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of or interruption to Subscriber Materials. SimpleDocs expressly excludes liability for any loss of or interruption to Subscriber Materials no matter how caused.
5.3 Third Party Sites and Content. The SimpleDocs System and the SimpleDocs Website may contain links to other websites as well as content added by people other than us. You acknowledge that we do not endorse, sponsor, approve, or accept any liability for, any such third party content available on any linked website.

6. DISCLAIMER OF WARRANTY

EXCEPT AS EXPRESSLY PROVIDED IN THESE T&CS, WE PROVIDE NO FURTHER WARRANTY, EXPRESS OR IMPLIED, TO YOU. THE SIMPLEDOCS SYSTEM AND SIMPLEDOCS WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE. USE OF THE SIMPLEDOCS SYSTEM AND SIMPLEDOCS WEBSITE IS AT USER'S SOLE RISK. THE COMPANY DOES NOT WARRANT THAT THE SIMPLEDOCS SYSTEM OR SIMPLEDOCS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO ANY RESULTS OR BENEFITS THAT MAY BE OBTAINED BY USE OF THE SIMPLEDOCS SYSTEM, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT PERMITTED BY LAW, THE COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF SUCH PURPOSE IS MADE KNOWN TO US), IN RELATION TO THE SIMPLEDOCS SYSTEM AND SIMPLEDOCS WEBSITE.

7. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO THE USER OR ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR FOR ANY MATTER ARISING FROM OR RELATING TO THIS TERMS AND CONDITIONS OF USE AGREEMENT, THE SIMPLEDOCS SYSTEM, OUR WEBSITE OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, THE USER'S USE OR INABILITY TO USE THE SIMPLEDOCS SYSTEM, ANY CHANGES TO OR INACCESSIBILITY OF THE SIMPLEDOCS SYSTEM, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH ANY THIRD PARTY SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, STATUTE, CUSTOM OR OTHERWISE.

To the extent that the Company does have some liability to the User, or any party claiming through the User, at law, then the Company's liability is expressly limited, at its option, to (a) providing the SimpleDocs System again and for the same period of time as the period of non-use or non-functionality or (b) providing the limit of liability to the Head Subscriber as agreed in the Subscription Agreement.

8. INDEMNITY

THE USER AGREES TO INDEMNIFY AND SHALL KEEP INDEMNIFIED THE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND CONSULTANTS AGAINST ANY COST, LOSS, LIABILITY OR DAMAGE ARISING (WHETHER IN CONTRACT, TORT, UNDER STATUTE OR OTHERWISE) DIRECTLY OR INDIRECTLY, AS A RESULT OF OR IN CONNECTION WITH THE USE OF THE SIMPLEDOCS SYSTEM OR SIMPLEDOCS WEBSITE, BREACH OF THIS AGREEMENT OR ANY WRONGFUL ACTIONS OR OMISSIONS OF THE USER OR ANY OTHER PERSON CLAIMING THROUGH THE USER.

9. DISPUTE RESOLUTION

(a) If you, or any third party claiming through you, have any dispute, disagreement or complaint with us, then before taking any action, you must first notify the Head Subscriber who should contact the Value Added Reseller or us in relation to your dispute.
(b) If your dispute or claim remains outstanding for 30 days after your initial contact with the Head Subscriber, then you must contact our senior management directly in writing of your dispute or complaint.
(c) Senior management, or a delegated representative, will promptly investigate and use good faith best efforts to resolve the matter directly with you within 30 days of receipt of the notice of the dispute or claim.
(d) If your dispute or complaint still remains unresolved, then your outstanding dispute must be referred to mediation in Brisbane by a Queensland Law Society Approved Mediator. If the parties cannot agree on a mediator, then a mediator will be appointed by the then President of the Queensland Law Society. Both of us must attend the mediation in good faith and use our best efforts to reach a resolution and agreement to the dispute. Unless otherwise agreed, the parties will be responsible for their own costs relating to the mediation.

10. TERMINATION

10.1 Termination. These Terms and Conditions terminate:

(a) when the Group Subscription Licence expires or terminates;
(b) immediately, on notice to you, if you have breached these Terms and Conditions in any way and which breach, if capable of remedy, remains unremedied for 7 days;
(c) immediately, if for any reason, we cease to operate the SimpleDocs Website, or provide the SimpleDocs System.

10.2 Non-Circumvention. If your licence is terminated by virtue of a breach by you, you must not circumvent such termination by providing false Registration Details, by using an alias or by taking other circumvention action.

10.3 Survival. Clauses 6, 7, 8, 9 and 11 survive the operation of termination of these Terms.

11. OTHER

(a) Modification. The Company reserves the right to modify this Agreement at any time. Amendments will be effective immediately upon notification by Company. Your continued use of the SimpleDocs Website or SimpleDocs System following such notification will represent an agreement by you to be bound by the terms and conditions as amended.
(b) Severability. If a provision of this Agreement is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
(c) Entire Agreement. This Agreement (and any documents executed in connection with it) is the entire Agreement of the parties about its subject matter and supersedes all other representations, arrangements and agreements. Other than as expressly set out in this Agreement, no party has relied on any representation made by or on behalf of the other.
(d) No Waiver. If we waive any rights available to us under these Terms and Conditions on one occasion, this does not mean that those rights will automatically be waived on any other occasion.
(e) No Assignment. You must not assign, sublicense or otherwise deal in any other way with any of your rights under these Terms.
(f) Governing Law. This Agreement is governed by the laws of Queensland Australia and each party submits to the jurisdiction of the courts of Queensland.