Psoda Master Subscription Agreement

BY SELECTING THE "I ACCEPT" CHECKBOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF PSODA’S ONLINE SERVICE, INCLUDING ANY OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY INCLUDING ALL LEGAL PARENT AND/OR SUBSIDIARY ENTITIES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST ABORT THE REGISTRATION PROCESS AND MAY NOT USE THE SERVICE.

Welcome

As part of the Service, Psoda will provide you with use of the Service, including a browser interface, data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this master subscription agreement including any materials available on the Psoda website incorporated by reference herein, including but not limited to Psoda’s privacy and security policies (together the Agreement). If you do not agree to the terms of this Agreement, or, where applicable, do not have the authority to enter into such an agreement on behalf of your organisation, you must not access or use the Services. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure

Psoda’s privacy and security policies may be viewed at https://www.psoda.com/global/privacy and https://www.psoda.com/global/security . You are responsible for regularly reviewing the privacy and security policies. We will endeavour to notify all users of the Service of important announcements regarding the changes to the privacy and security policies. Your continued use of the Service after any such notification shall constitute your consent to such changes. The privacy and security policies shall be dated to indicate when the last changes were made. If you are supplying personal information of your users to Psoda in connection with this Agreement, you must:

ensure that all of your users are aware of and have read the Psoda privacy policy, and have consented to the provision of their personal information to Psoda, before you supply to Psoda any personal information of such users;
ensure that all of your users are aware of their rights in respect of the personal information that you provide to Psoda as specified in the Psoda privacy policy (for example, their rights to access, amend, and in some cases, withdraw or object to the processing of, their personal information), and that you enable them to easily exercise such rights;
notify Psoda immediately upon receiving a request or objection from any of your users with respect to the processing by Psoda of their personal information; and
access, store, disclose and process any personal information of your users in accordance with the Privacy Act 1993 and any other applicable laws (including, if a data subject is based in the EU, the GDPR).

Note that because the Service is a hosted, online application, Psoda occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Psoda can disclose the fact that your organization is a paying customer and the edition of the Service that you are using. Individual users will not be disclosed.

2. License Grant & Restrictions

Psoda hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes and to communicate with your customers, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Psoda and its licensors. You may not access the Service if you are a direct competitor of Psoda, except with Psoda’s prior written permission. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, expect with Psoda’s prior written permission. If any doubt exists then you shall cease using the Service until such time as you have obtained written clarification and/or written permission from Psoda. You shall not (and shall not allow any other person to):

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way;
modify or make derivative works based upon the Service or the Content;
"frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
reverse engineer or access the Service in order to
1. build a competitive product or service,
2. build a product using similar ideas, features, functions or graphics of the Service, or
3. copy any ideas, features, functions or graphics of the Service.

User licenses are sold as units, where a single unit grants access to an individual user for a period of one calendar month. User licenses cannot be shared or used by more than one individual User. License units must be purchased in advance unless your organization has made prior arrangements with Psoda. A user will only be allowed to log into the system if there are sufficient license units left for that organization or if the user has already logged in before and been allocated a license unit for that particular month. If an individual user has not logged in at all during a particular month (Dormant user) then no license units will be deducted for that user. The user is considered to be dormant during that month. At least one user per organization must be kept active to extend the lifetime of this Agreement (and the licence contained in it) and to guarantee that the data for that organization will be retained. If no users remain active for an organization for an extended period of time (as determined by Psoda) then this Agreement (and the licence contained in it) will be deemed to have terminated and the data for that organization may be destroyed at the discretion of Psoda. If your organization has made prior arrangements with Psoda then units will be invoiced at the end of each calendar month based on the number of individual users that has logged in during that month. If individuals should leave your organization then you must suspend the user accounts for those individuals immediately to prevent further access to your organizations content and to prevent further license units to be assigned to that user if they should log into the system with their old account credentials. You and your users may use the Service only for your internal business purposes and to communicate with your existing customers. You shall not:

send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or violating third party privacy rights;
send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
interfere with or disrupt the integrity or performance of the Service or the data contained therein;
attempt to gain unauthorised access to the Service, Content or its related systems or networks; or
use the Service for any unlawful or unauthorised purposes whatsoever.

3. Your Responsibilities

You are responsible for all activity occurring under your organization user accounts and shall abide by all applicable national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:

notify Psoda immediately of any unauthorised use of any password or account or any other known or suspected breach of security;
report to Psoda immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users to be unauthorised; and
not impersonate another Psoda user or provide false identity information to gain access to or use the Service;
maintain all user accounts for your organization;
immediately suspend all user accounts for individuals who are no longer authorised to access those accounts, for example when an individual leaves the employ of your organization or if a projects has been completed and your customer no longer requires access to the project data.

4. Account Information and Customer Data

Psoda does not own (nor does it have any responsibility in respect of the security of) any data, information or material that you or your users submit to the Service in the course of using the Service ("Customer Data"). You, not Psoda, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Psoda shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Psoda will make available to you an XML file of the Customer Data within 30 days of termination if you so request at the time of termination. Psoda reserves the right to withhold, remove and/or destroy Customer Data without notice for any breach, including, without limitation, your non-payment of your account. Upon termination for your breach, your right to access or use Customer Data immediately ceases, and Psoda shall have no obligation to maintain or forward any Customer Data. You agree to comply with any reasonable instructions concerning access to and/or use of the Service that Psoda may give from time to time. You agree not to do anything that may jeopardise the security or integrity of any part of the Psoda systems and/or platforms or the goodwill or reputation of Psoda. You accept responsibility for all aspects of your Account, including the actions of all persons who were provided with a username and password by yourself.

5. Intellectual Property Ownership

Psoda alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Psoda Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Psoda Technology or the Intellectual Property Rights owned by Psoda. The Psoda name, the Psoda logo, and the product names associated with the Service are trademarks of Psoda or third parties, and no right or license is granted to use them. You shall not (and shall ensure your users do not) reveal any details of the Psoda software and services to any third-party unless those details are already in the public domain (e.g. from the public portion of the Psoda website) or with prior written agreement from Psoda. If Psoda has any reason to believe that you (or any of your users) have attempted to or have undermined the property rights of Psoda then you will be deemed to be in breach of this Agreement and this Agreement will terminate automatically. All Customer Data will remain your property and Psoda will retain no Intellectual Property rights over such data. Psoda will use all reasonable endeavours not to disclose any Customer Data unless requested by the Client or as required by Law.

6. Third Party Interactions During use of the Service

You may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Psoda and its licensors are simply acting as a platform upon which such activity may take place between you and advertisers or sponsors and Psoda shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Psoda does not endorse any sites on the Internet that are linked through the Service. Psoda provides these links to you only as a matter of convenience, and in no event shall Psoda or its licensors be responsible for any content, products, or other materials on or available from such sites. Psoda provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Free Trial Period

You are offered to access the Service for a free trial period of 30 days. All other terms of this Agreement apply to the whole trial period. Any particular organization is only entitled to a single trial period. You may not attempt to avoid license fees for the Service by repeatedly signing up for new trial periods. You can add any number of users to your account during the trial period at no extra cost. You are under no obligation to continue using the Service after the trial period. If you should decide however to continue using the Service beyond the trial period then you will have to purchase license units for each user that requires access before any further access to the Service will be provided to you.

8. Charges and Payment of Fees

Charges

Psoda charges on a subscription basis whereby you purchase license units on a monthly basis. Each license unit entitles an individual user to access the system for a period of one calendar month. The different license options and costs are available on request. Invoices can be provided upon request in your local currency based on the international exchange rate on the date of the invoice. Discounts on bulk license unit purchases may, at Psoda’s discretion, be negotiated.

Payment of fees

Unless otherwise arranged all fees are pre-payable via credit card.

Taxes

Psoda’s fees are exclusive of New Zealand Goods and Services Tax (TAX). New Zealand based organizations will be charged TAX at the current rate. Non-New Zealand based organization are exempt from having to pay New Zealand TAX. You will be responsible for paying any other taxes or levies required by your local government, bank, international payment portal or international treaty. Psoda reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose (and will ensure that none of your users disclose) them to any third party.

9. Excess Data Storage Fees

Unless negotiated separately, the maximum disk storage space provided to you at no additional charge is

5 MB per organization using a free trial account,
5 GB per organization with an active user account

If the amount of disk storage required exceeds these limits, you will be charged (and must pay upon demand) the then-current storage fees, as notified by Psoda. Psoda will use reasonable efforts to notify you when your storage used reaches approximately 90% of the maximum; however, any failure by Psoda to so notify you shall not affect your responsibility for such additional storage charges. Psoda reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

10. Billing and Renewal

Psoda allows for two billing models: (i) pre-paid and (ii) invoiced. Billing only commences at the end of the free trial period unless otherwise agreed.

Pre-paid

Unless you have made prior arrangements with Psoda you will have to purchase your license units upfront before Users will be allowed to log into the system. You may purchase as many license units as required for your organization in advance. License units do not expire. You can also arrange to purchase license units on a regular subscription basis.

Invoiced Billing

New Zealand organizations and in some cases non-New Zealand organizations may arrange to be invoiced monthly based on the number of users that have used the system during each month. Invoices are strictly payable within 20 working days from the date of invoice. Interest of 1% per month will be charged onto your account for any invoices which are not paid within 20 working days. Your account may be suspended until such time as your account has been settled in full. You may be charged an administration fee to reactivate your account if it had been suspended. You will also be liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs incurred by Psoda for enforcement of obligations and recovery of moneys due from you under this Agreement.

Other services

Fees for other services will be charged on an as-quoted basis.

Miscellaneous

You agree to provide Psoda with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is inaccurate or fraudulent, Psoda reserves the right to terminate your access to the Service and this Agreement in addition to any other legal remedies. Unless Psoda in its discretion determines otherwise:

entities with headquarters and a majority of users resident in the New Zealand will be billed in New Zealand Dollars and subject to New Zealand payment terms and pricing schemes ("New Zealand Customers");
all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either New Zealand or non-New Zealand payment terms and pricing schemes at the discretion of Psoda ("Non-New Zealand Customers").

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

11. Non-Payment and Suspension

In addition to any other rights granted to Psoda herein or at law, Psoda reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged one license unit per month for the duration of the suspension. If you or Psoda initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Psoda may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Psoda may charge you a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Psoda has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

12. Termination

This Agreement commences on the Effective Date. You have the right to terminate your subscription at any time on notice to Psoda. All license units which have not been allocated at the time of termination will be refunded, unless this Agreement is terminated for your breach (in which case no refund will be made), except that no refund will be provided for any license units which have already been allocated regardless of the time remaining for those units. Unless this Agreement is terminated for your breach, Psoda will provide you with an XML download of all your Customer Data within 30 days of termination if requested at the time of termination. You data will be retained for a limited time only and may be deleted at the discretion of Psoda after 30 days from the date of termination.

13. Termination for Cause

Psoda, in its sole discretion, may terminate this Agreement, your password, account and/or use of the Service if you breach or otherwise fail to comply with any term of this Agreement. In addition, Psoda may terminate or extend a free account at any time in its sole discretion. You agree and acknowledge that Psoda has no obligation to retain the Customer Data, and may destroy such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

14. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Psoda represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that, subject to any matters occurring outside of Psoda’s control Or as a result of you or your users acts or omissions) the Service will perform substantially in accordance with the online Psoda help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service, that your billing information is correct and that you and your users will use the Service strictly in accordance with this Agreement and any documentation or other directions provided by Psoda from time to time.

15. Mutual Indemnification

You shall indemnify and hold Psoda, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
a claim, which if true, would constitute a violation by you of your representations and warranties; or
any claim, cost, damage or loss arising from the breach by you or your users of this Agreement.

In the event of any third party claim that may result in you becoming liable under this indemnity, Psoda

1. will give written notice of the claim promptly to you;
2. give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Psoda of all liability and such settlement does not affect Psoda’s business or Service);
3. provide to you all available information and assistance; and
4. will not compromise or settle such claim.

Psoda shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

a claim alleging that the Service directly infringes a copyright, a New Zealand patent issued as of the Effective Date, or a trademark of a third party;
a claim, which if true, would constitute a violation by Psoda of its representations or warranties; or
a claim arising from breach of this Agreement by Psoda.

In the event of any third party claim that may result in you becoming liable under this indemnity, you

1. will promptly give written notice of the claim to Psoda;
2. give Psoda sole control of the defense and settlement of the claim (provided that Psoda may not settle or defend any claim unless it unconditionally releases you of all liability);
3. provide to Psoda all available information and assistance; and
4. will not compromise or settle such claim.

Psoda shall have no indemnification obligation, and you shall indemnify Psoda pursuant to this Agreement, for claims, costs, loss or damage arising from the combination of the Service with any of your or any third party products, service, hardware or business process(es) or any unauthorised access to or use of the Service by you or any of your users, or any event or circumstance outside of the control of Psoda.

16. Disclaimer of Warranties

PSODA (INCLUDING THEIR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNEES) AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. PSODA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PSODA AND ITS LICENSORS. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT AN INHERENTLY SECURE SYSTEM AND UNDERTAKES RESPONSIBILITY FOR THE PROTECTION OF ITS INFORMATION AND DATA. YOU ACKNOWLEDGE THAT THE INTERNET MAY CONTAIN VIRUSES (INCLUDING OTHER DESTRUCTIVE PROGRAMS) WHICH MAY, IF NOT ELIMINATED, DESTROY PARTS OR ALL OF THE DATA CONTAINED WITHIN ITS SYSTEM, AND THAT PSODA HAS NO CONTROL OVER THESE VIRUSES. PSODA DOES NOT PROVIDE ANY FILTERING OR CHECKING OF DATA TO ELIMINATE THESE VIRUSES, AND THE CUSTOMER AGREES TO PROVIDE ITS OWN MECHANISM FOR CHECKING ITS SYSTEM FOR VIRUSES, AND TO HOLD PSODA HARMLESS FROM ANY DAMAGE CAUSED BY VIRUSES OBTAINED THROUGH THE SERVICE.

17. Internet Delays

PSODA’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PSODA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability

DESPITE ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Local Laws and Export Control

The Psoda website and related services provide services and uses software and technology that may be subject to New Zealand export controls. You (and by inclusion all of your users) acknowledge and agree that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which New Zealand maintains an embargo (collectively, "Embargoed Countries"). The lists of Embargoed Countries are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country. You agree to comply strictly with all New Zealand export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Psoda and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside of New Zealand, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to New Zealand law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear weapons activities, chemical or biological weapons, or other weapons projects.

20. Notice

Psoda may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Psoda’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Psoda’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Psoda (such notice shall be deemed given when received by Psoda) at any time by any of the following: letter delivered by nationally or internationally recognised overnight delivery service or first class postage pre-paid mail to Psoda at the following addresses (whichever is appropriate): PO Box 24158, Wellington, New Zealand; addressed for the attention of the Chief Financial Officer.

21. Modification to Terms

Psoda reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. The date at the bottom of this Agreement indicates the last date that the Agreement was updated.

22. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Psoda but may be assigned without your consent by Psoda to (i) a parent or subsidiary, (ii) an acquirer of Psoda’s business or assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Psoda directly or indirectly owning or controlling 50% or more of you shall entitle Psoda to terminate this Agreement for breach immediately with subsequent written notice.

Legal Construction

These Terms shall be governed and interpreted according to the laws of New Zealand. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of New Zealand. In the event that any provision of this Agreement proves to be illegal or unenforceable that provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), without affecting the legality of the remaining provisions. The remaining provisions of this Agreement shall continue in full force and effect. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Psoda and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. The failure of Psoda to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Psoda in writing.

24. Definitions

Definitions as used in this Agreement and in any Order Forms now or hereafter associated herewith: "Active User" includes all users who are still in their trial period, have a post-payment agreement with Psoda, or who have been allocated a valid license unit; "Agreement" means these online terms of use, Psoda’s online privacy policy, any Order Forms, whether written or submitted online, and any materials available on the Psoda website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Psoda from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you or any of your users to the Service in the course of using the Service; "Dormant User" includes all users who have not logged into the system during the current calendar month. "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorised to purchase licenses and to add User accounts and otherwise administer your use of the Service; "License Unit" means a unit of licensing granting an individual user access to the Service for a period of one calendar month. "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Psoda" is a trading name for e-LM.com Limited, a New Zealand limited liability company, having its having its registered office at 13 Marama Terrace, Eastbourne, Lower Hutt 5013, New Zealand; "Psoda Technology" means all of Psoda’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Psoda in providing the Service; "Service(s)" means the specific edition of Psoda’s online lifecycle management or other services identified during the ordering process, developed, operated, and maintained by Psoda, accessible via http://www.psoda.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Psoda, to which you are being granted access under this Agreement, including the Psoda Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors, agents or customer employees who are authorised by yourself to use the Service and have been supplied user identifications and passwords by you (or by Psoda at your request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@psoda.com . Last update: 24 May 2018

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