Capitalised words and phrases are defined in the “Definitions” section of this document unless otherwise specified.

Parties

Provider means Informatio Pty Ltd, contactable on pat@treescribe.com.

User means you, the person using the interface operated by Provider under the terms of the Agreement, contactable on the email communicated by you to Provider.

Background

1. Provider owns and operates the SaaS Service.
2. Provider will provide the Service to User on the terms of the Agreement.

It is agreed as follows.

1. Data Deletion

1. User agrees and acknowledges that all documents and document associated data created on the Service by users without a paying subscription will be deleted, without written notification, 72 hours after the time of document creation.
2. User is responsible for exporting documents before automated deletion of documents, and Provider is not responsible for any cost suffered by User as a result of such deletion.

2. Agreement

2.1 Agreement creation

User agrees to the terms of the Agreement by expressing acceptance of them using the browse wrap procedure on the Service.

2.2 Supply of Services

Provider will provide the Services to User in accordance with the Agreement.

2.3 Paid and unpaid

Provider will provide:

1. a feature limited version of the Service without charge; and
2. a version of the Service with more features that User pays for in accordance with the Agreement.

Terms of the Agreement dealing with payment for the Service contemplate the paid version of the Service.

2.4 Agreement duration

1. The Agreement will apply for the Term and will continue to renew automatically on a rolling basis for further Terms.
2. The Agreement will not automatically renew for another Term if User provides Provider 5 Business Days' notice in writing.
3. In case of such notice the Agreement will continue to the end of the Term when notice was given but will not roll over for a new Term. In the case of the:
   1. unpaid Service, the User Account will be deleted; and
   2. paid Service, the Agreement will revert to the terms of the unpaid Service.

3. Beta Software

1. User agrees and acknowledges that the Service is a beta version with beta level of functionality.
2. Provider hereby informs User that there are bugs in the Service.
3. User acknowledges and agrees that the existence of bugs and their acceptance of the same is a condition of using the Service.
4. All rights and obligations in this document will be interpreted by reference to the acknowledgment by User that the Service is beta software that will contain bugs.

4. Legal Services Entities

1. User agrees that it is not:
   1. a legal services entity;
   2. carrying out work for a legal services entity;
   3. a contractor providing services to a legal services entity; or
   4. employed by a legal services entity.
2. Users associated with a legal services entity that wish to use the Service should contact provider in writing for a legal services entity licence and will be provided specific permission to use the Service in writing.

5. Payment Calculation

5.1 Payment amounts

The fees payable to Provider in exchange for the Services will be calculated at the rate described on the interface of the Service.

6. Payment Method

6.1 Payment terms

1. Provider will invoice User for the Services rendered during the previous month.
2. User authorises Provider to effect payment of invoices via credit card every month.

6.2 Service suspension

Provider may suspend the provision of any part of the Services to User under the Agreement immediately at its discretion if User fails to pay any amount due under the Agreement.

7. Service Accounts

7.1 Account by token

Where User uses the Service by an Account with an authentication token for the purposes of signing a document, User agrees that use of this Account will bind it legally on the terms of the document it signs.

7.2 Account undertakings

User agrees to:

1. provide accurate and complete information to Provider to establish the Account;
2. keep details used to access the Account secure and private; and
3. notify Provider in the event that the Account's security is compromised in any way.

7.3 Account responsibility

1. User agrees that it will be responsible for the Account's activity, even if the Account is used in an unauthorised way by another person.
2. User will not use the Service unless User is over 18 years of age.

7.4 Account suspension

User agrees that Provider may suspend the Account immediately at Provider's discretion without providing reasons or notice.

8. Service Support

8.1 Setup

User is entirely responsible for the setup and installation of the Services.

8.2 Support

Provider will provide support to User at Provider's discretion.

9. Service Interruptions

9.1 Unplanned

User acknowledges that:

1. interruptions as a result of third party suppliers to Provider are beyond the control of Provider; and
2. the Services may occasionally be interrupted due to technical difficulties.

9.2 Remedies

Provider will use reasonable efforts to remedy interruptions to the Services as soon as reasonably practicable.

9.3 Planned interruptions

Provider may interrupt the provision of the Services with 5 Business Days' notice.

10. Intellectual Property Protection

1. Provider reserves the right to alter any element of the Service IP at its discretion.
2. User agrees not to reverse engineer any part of the Service IP.
3. No licence or right is granted over any Intellectual Property Rights in the Service IP unless explicitly described in the Agreement.
4. User does not have any right to resell or sub-licence the Service IP unless the Agreement explicitly provides otherwise.

11. Privacy

1. Provider will store and use the Personal Information of User in accordance with Provider's Privacy Policy.
2. User is responsible for its own compliance with privacy law. Provider does not promise that any use of the Services by User complies with any privacy law.

12. Data Rights

12.1 Ownership of Data

Ownership of the Data remains with User.

12.2 Data licence

User Grants A Licence over the Data to Provider for the purpose of providing the Services and meeting any other obligations under the Agreement that is global, transferable, sublicensable, non-exclusive, royalty free and perpetual.

12.3 Data Disclosure

Provider will Keep Secret the Data and use it only for the purpose of providing the Services, however, it reserves the right to disclose Data to subcontractors that work with Provider to provide the Services.

13. Legal Materials

13.1 Legal information

1. Any information provided by the Service is general in nature, for informational purposes only and does not constitute legal advice.
2. Provider strongly recomends that Customer seek legal advice in relation to any information or output from the Service before relying on it in any way.
3. Provider does not represent in any way that information provided by Service is accurate or complete.
4. Provider may change any information on the Service at its discretion without any warning or notification to Customer.

13.2 Creation of legal relationships

User agrees:

1. to use the Service to enter legally binding agreements when it uses the Service to sign a document; and
2. that Provider is not involved at law with any agreement signed using the Service.

13.3 Risks of electronic singing

User agrees to use electronic signing provided as part of the Service at its own risk. User agrees that Provider does not:

1. provide any assurance that the signing complies with all legal requirements for a binding document; and
2. maintain executed documents when the Service is provided without charge.

14. Acceptable Use

14.1 General use obligations

1. User agrees to use the Service in accordance with the law at all times.
2. The parties agree that a breach of any requirement in this section gives Provider the right to immediately suspend User's access to the Service until Provider is reasonably satisfied that the use breaching this the requirement will be discontinued.

14.2 Prohibited commercial uses

User agrees not to use the Service:

1. for commercial reasons other than under agreement with Provider;
2. in ways other than as the Service was designed to be used;
3. in a way that infringes the intellectual property rights of a third party;
4. for the purposes of "crawling" or otherwise harvesting data; or
5. for the purposes of reverse engineering, creating derivative works or copying in any way any part of the Service.

14.3 Service operation

User agrees not to use the Service:

1. such that the use interferes with Provider's ability to provide the same service to other parties;
2. that could reasonably be categorised as ‘malware’.

15. Backup Responsibility

Provider performs backups of Data as per the table below.

Snapshot Period	Stored For
Every 6 hours	7 days
Weekly snapshot	4 weeks
Monthly snapshots	1 year

16. Limitation of Liability

The amount User can claim from Provider in relation to the Agreement and Services is Limited To The Legal Minimum.

17. Termination

17.1 Termination for convenience

Provider may terminate the Agreement for convenience without providing reasons with 10 Business Days of written notice to User. The parties agree that this is reasonable given the number of agreements of a similar nature that Provider has with other parties.

17.2 If Provider terminates for convenience

Where Provider terminates the Agreement for convenience User will pay Provider a pro-rata amount for Services provided under the current Term that remain unpaid for and Provider will refund a pro-rata amount for Services not provided to but paid for by User.

17.3 Termination for breach

A party can terminate the Agreement immediately by written notice if:

1. it notifies the other party of an Agreement breach in writing; and
2. the breach is not remedied 5 Business Days after the breach notification.

Where User is in breach, the obligations of Provider under the Agreement will be suspended until the notified breach is remedied.

17.4 If Provider terminates for breach

Where Provider terminates the Agreement for breach User will pay the full amount that would have been payable for the provision of the Services for the remainder of the current Term as a debt due immediately on termination.

17.5 If User terminates for breach

Where User terminates the Agreement for breach User will pay Provider a pro-rata amount for Services provided under the current Term that remain unpaid for and Provider will refund a pro-rata amount for Services not provided to but paid for by User.

17.6 Insolvency

Provider may terminate the Agreement immediately with written notice if User becomes insolvent.

18. Agreement Changes

1. If the Agreement has an automatically renewing term, Provider may change the Agreement by notifying User in writing 5 before the end of a Term, and the changes will take effect in the next Term.
2. If User does not agree to the Agreement changes, User must cease using the Services before that next Term begins.

19. Taxes

1. User will be liable for all duties and taxes connected with the Agreement.
2. User will be liable for taxes incurred under GST Law.
3. Payment amounts referenced in the Agreement will be exclusive of GST Law amounts unless explicitly stated.

20. General Provisions

20.1 Governing law

1. The governing law of the Agreement will be the law of Queensland.
2. The parties agree that this state or territory will be the exclusive jurisdiction for any proceedings under the Agreement.

20.2 Notice

Parties will send notices and other written communications connected with the Agreement to the contact details listed in the "Parties" section.

20.3 Retrospective application

The Agreement will apply retrospectively to anything provided by a party to another party within the scope of the Agreement prior to the commencement of the Agreement, unless the parties agree otherwise in writing.

20.4 Assignment

1. Provider may novate or assign
2. User may not assign its obligations under this Agreement without the prior written permission of the other party.

20.5 Agreement technicalities

The parties agree to:

1. the Boilerplate Provisions; and
2. the Interpretation Principles.

Definitions

1. Account

means a digital identity for the purpose of the Services, which may be used by way of:

1. username and password; or
2. an authentication token.

2. Agreement

means the agreement arising between the parties in accordance with this document and the other documents referred to by this document.

3. Boilerplate Provisions

The following sections apply to the Agreement.

3.1 Further assurances

The parties agree to do everything required to give full effect to the Agreement.

3.2 Entire agreement

The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.

3.3 Electronic signature

The Agreement may be executed or entered into electronically.

3.4 Counterparts

The documents constituting the Agreement may be executed in multiple counterparts. The counterparts will be read as one legal document. Counterparts need not be exchanged for the Agreement to be effective.

3.5 Waiver

No right or obligation under the Agreement will be waived unless the waiver is explicitly made in writing.

3.6 Severance

Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.

3.7 Binding on successors

The Agreement is binding on each party's successors and permitted assigns.

3.8 Agreement expenses

The parties will cover their own expenses in preparing the Agreement documents.

4. Business Days

means a day, between the hours of 9am to 5pm, in the jurisdiction of the governing law of the Agreement (Area), that is not:

1. a Saturday or Sunday; or
2. a public holiday, special holiday or bank holiday in the Area.

5. Compulsory Condition, Compulsory Conditions

means any condition, warranty or guarantee that the law does not permit to be limited or excluded (such as the consumer guarantees under the Competition and Consumer Act 2010 (Cth)).

6. Data

means any data or information conveyed to the Service by User.

7. Grants A Licence

means that:

1. The licensor grants the licensee a licence to the Intellectual Property Rights in the licence subject for the licence purpose.
2. The licence granted above will be subject to any terms and conditions specified in the clause.
3. The licensor warrants that the licensee's legitimate exercise of the licensed Intellectual Property Rights for the licence purpose will not infringe the rights of any third party.
4. The licensor warrants that it will give and obtain any moral rights waivers and consents necessary to ensure the licensee can use the Intellectual Property Rights for the licence purpose without infringing moral rights.

8. GST Law

means the A New Tax System (Goods and services Tax) Act 1999 (Cth).

9. Intellectual Property Rights

means all present and future rights conferred by common law, equity or statute connected with the results of intellectual activity, as well as the benefit of any application to register, renew or extend such a right.

10. Interpretation Principles

The Agreement will be interpreted as follows unless it explicitly states otherwise.

10.1 Grammatical Forms

In this document grammatical forms will be interpreted as follows:

1. headings are for convenience and will not affect interpretation; and
2. "$" means the Australian dollar.

10.2 Definitions

1. Parameters in definitions are indicated with italic text.
2. Defined terms are capitalised and not legally effective except as described below.
3. Provisions using definitions with parameters (Parameter Provisions) are not legally effective except as described below.
4. Parameter Provisions will be read as replaced with the rights and obligations in the definition, and parameters will be substituted with the equivalent concepts in the Parameter Provision on a plain reading of it.
5. The Parameter Provision may stipulate exceptions, which will be read as an exception to the rights and obligations in the definition.
6. Where a definition refers to rights and obligations as "these" or "this" it refers to those created by the replacement of the Parameter Provision with the definition.

11. Keep Secret

11.1 Obligation of confidentiality

1. The recipient party agrees to use the confidentiality subject solely for the confidentiality purpose.
2. The recipient party agrees to keep the confidentiality subject strictly confidential for the confidentiality period.
3. The parties agree that the confidentiality obligations generated by this section survive the termination of the Agreement.

11.2 Standard of confidentiality

The recipient party agrees to:

1. use industry standard security techniques to prevent;
2. immediately notify disclosing party of;
3. comply with disclosing party's reasonable instructions regarding; and
4. use its best endeavours to mitigate the effects of,

any unauthorised access to or use of the confidentiality subject for which the recipient party is responsible in whole or in part.

11.3 Disclosures to certain entities

The recipient party may disclose the confidentiality subject to:

1. professional advisors like lawyers or accountants; and
2. subsidiaries or parent entities,

but only to the extent necessary to effect for the confidentiality purpose.

11.4 Disclosures for legal reasons

1. The recipient party may disclose the confidentiality subject if it is, or subsequently comes to be, publicly known through no fault, act, or omission on the part of the recipient party.
2. The recipient party is also permitted to disclose the confidentiality subject if:
   1. the disclosure is necessary in order to enforce the Agreement; or
   2. the disclosure is required by law or a binding order of a government agency or court, but (to the extent permitted by law) the recipient party must not make such a disclosure without first notifying disclosing party and giving disclosing party a reasonable opportunity to object to the disclosure.
3. The recipient party must comply with disclosing party's reasonable requests with regard to any permitted disclosure.
4. The recipient party must use reasonable endeavours to ensure any person receiving the confidentiality subject through a permitted disclosure will treat it confidentially, and under substantially the same obligations as these confidentiality obligations.

11.5 Damages not an adequate remedy

1. The parties agree that:
   1. the value of keeping the confidentiality subject confidential is difficult to assess; and
   2. damages would not be an adequate remedy for the irreparable harm that would be caused by the recipient party's breach of these confidentiality obligations.
2. If the recipient party actually breaches or threatens to breach these confidentiality obligations, disclosing party will be entitled to enforce the recipient party's confidentiality obligations by injunctive relief or specific performance, in addition to any other available remedy. The disclosing party will not be required to prove actual or special damage in order to do so.

11.6 Effects of Disclosure

The disclosure of the confidentiality subject from a disclosing party to a recipient party under the Agreement will not:

1. have the effect of granting any rights over Intellectual Property Rights in the confidentiality subject;
2. establish any relationship between the parties other than that created explicitly by the Agreement; or
3. impose any obligation on a disclosing party to disclose accurate or current information in the confidentiality subject.

11.7 Mutual obligations

Each party to the Agreement may simultaneously be a disclosing party and a recipient party with respect to the obligations above.

12. Limited To The Legal Minimum

The limited party deals with the limiting party in respect of the limitation subject at its own risk. To the fullest extent permitted by law, limiting party excludes all liability (including consequential loss) to limited party for any liabilities connected directly or indirectly with the limited party and limiting party dealings in relation to the limitation subject, including liabilities based on:

1. contract law;
2. tort law; or
3. legislation,

with the exception of liabilities arising from:

1. fraud or fraudulent misrepresentation;
2. death or personal injury caused by negligence;
3. gross negligence; or
4. wilful misconduct,

to the extent caused by the limiting party.

12.1 Implied Conditions

To the fullest extent permitted by the law, all terms and conditions implied by any other source of law in relation to dealings between the limiting party and the limited party in respect of the limitation subject are excluded from the Agreement.

12.2 Compulsory Conditions

To the fullest extent permitted by the law, limiting party's liability to the limited party for breaching a Compulsory Condition in relation to the limitation subject is limited to:

1. in a case where a breach is deemed to be a breach in respect of goods:
   1. the replacement of the relevant goods or the supply of equivalent goods;
   2. the repair of the relevant goods;
   3. the payment of the cost of replacing the relevant goods or of acquiring equivalent goods; or
   4. the payment of the cost of having the relevant goods repaired; and
2. in a case where a breach is deemed to be a breach in respect of services:
   1. the resupply of the relevant services; or
   2. payment of a sum equal to the cost of resupplying the relevant services.

The limiting party will choose which of these options will apply.

12.3 Indemnities not limited

The foregoing limitation of liability will not apply to indemnities given by limiting party to limited party under the Agreement.

13. Personal Information

means any information that is categorised as 'personal information' or 'personal data' under privacy law, or is otherwise regulated by privacy law.

14. Privacy Policy

means Provider's privacy policy published at https://pages.treescribe.com/privacy-global.

15. Service, Services

means the services provided by Provider to User, including the software for creating documents known as "Treescribe".

16. Service IP

means the Intellectual Property Rights in the Services provided.

17. Term, Terms

means a time period of 1 month.