CALUMO-AS-A-SERVICE TERMS OF USE 

1. DEFINITIONS 
"Agreement" means these Terms of Use.   
"Access Fee" means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on Your proposal. 
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. 
"Data" means any data inputted by You or with Your authority into the Website. 
"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. 
"Service" means the online accounting and personal finance management services made available (as may be changed or updated from time to time by CALUMO) via the Website. 
"Website" means the Internet site at the domain calumo.com or any other site operated by CALUMO. 
"CALUMO" means CALUMO Australia Pty Ltd. 
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time. 
"Subscriber" 
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service. 
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning. 

2.	USE OF SOFTWARE 
CALUMO grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, nontransferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws: 
i.	the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has; 
ii.	the Subscriber is responsible for all Invited Users’ use of the Service; 
iii.	the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; 
iv.	if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any. 

3.	YOUR OBLIGATIONS 
3.1.	Payment obligations: 
An invoice for the Access Fee will be issued each month in advance. All invoices will include the Access Fee for the next one month of use. CALUMO will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.   
All CALUMO invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee. 

3.2.	General obligations: 
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by CALUMO or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You. 
 
3.3.	Access conditions: 
You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify CALUMO of any unauthorised use of Your passwords or any other breach of security and CALUMO will reset Your password and You must take all other actions that CALUMO reasonably deems necessary to maintain or enhance the security of CALUMO's computing systems and networks and Your access to the Services. 

As a condition of these Terms, when accessing and using the Services, You must: 
i.	not attempt to undermine the security or integrity of CALUMO's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks; 
ii.	not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; 
iii.	not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the 
Services are hosted; iv. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and 
v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation. 

3.4.	Usage Limitations: 
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against CALUMO’s application programming interface. Any such limitations will be advised. 
 
3.5.	Communication Conditions:  
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). 
When You make any communication on the Website, You represent that You are permitted to make such communication. CALUMO is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, CALUMO does reserve the right to remove any communication at any time in its sole discretion. 

3.6.	Indemnity: 
You indemnify CALUMO against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to CALUMO, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You. 

4.	CONFIDENTIALITY AND PRIVACY 
4.1.	Confidentiality: 
 Unless the relevant party has the prior written consent of the other or unless required to do so by law: 

i.	Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. 
ii.	Each party's obligations under this clause will survive termination of these Terms. 
iii.	The provisions of clauses 4.1.i and 4.1.ii shall not apply to any information which: 
a.	is or becomes public knowledge other than by a breach of this clause; 
b.	is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; 
c.	is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or 
d.	is independently developed without access to the Confidential Information. 
 
4.2.	Privacy:  
CALUMO maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at and You will be taken to have accepted that policy when You accept these Terms. 

5.	INTELLECTUAL PROPERTY 
5.1.	General: 
 Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of CALUMO (or its licensors). 
 
5.2.	Ownership of Data: 
 Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the CALUMO Access Fee when due. You grant CALUMO a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. 
 
5.3.	Backup of Data: 
You must maintain copies of all Data inputted into the Service. CALUMO 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 Data. CALUMO expressly excludes liability for any loss of Data no mat