THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH INFRONT. PLEASE READ IT CAREFULLY. 
Terms and Conditions 
These Terms and Conditions (the “Terms” or “Agreement”) for Infront products and services (“Product” or Products”) are a legal agreement between you, either as an individual or a legal entity (“Customer”), and Infront Systems Pty Ltd. (“Infront”). 
These Terms, along with any other policies or documents referenced herein, govern Customer’s purchase and use of the Products. Customer’s use of the Products constitutes its binding legal agreement to these Terms, which are subject to change at any time by Infront.
If Customer is not legally able to be bound by these Terms or does not want to consent to these Terms, Customer’s use of the Products is strictly prohibited. 
Infront reserves the right at any time to modify these Terms in its sole discretion, without liability to Customer. This Agreement, as amended, will be effective upon use of the Products for all existing users immediately after any amended terms are posted online at https://www.infront.net.au. Customer agrees to be bound by this Agreement, as modified. If Customer does not agree to any changes to the Terms, it must stop using the Products and terminate its account immediately. It is incumbent upon Customer to check for any amendments to these Terms and review the most current version of this Agreement from time to time so that it will be apprised of any changes. 
1.	Use of Infront Solutions. 
The Products are made available to Customer only for internal business use and not for resale, unless Customer is a legal and authorised reseller of Infront Solutions pursuant to a contract executed by both parties stating Customer is an authorised reseller. 
2.	Payment Obligations.
1.	Customer shall pay the total purchase as specified in the invoice.
2.	Customer acknowledges that the reoccurring amount billed each period may vary for reasons that include differing amounts due to promotional offers, differing amounts due to changes in Customer’s account, or changes in the amount of applicable sales tax. Customer authorises Infront to bill for such varying amounts. All reoccurring fees and charges are non-cancellable and non-refundable and no credits will be given for partially used periods.
3.	Payment Terms, Disputes and Offsets.
1.	Payment Terms.
1.	Payment will be made by credit card, wire transfer, or another prearranged payment method unless Infront has agreed to credit terms.
2.	When credit is provided, payments are due net 15 days, measured from the date of the invoice. Orders are not binding upon Infront until accepted in writing by Infront.
3.	Any payment not received from Customer by the due date shall accrue (except with respect to charges then under a reasonable and good faith dispute) at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum) or the maximum allowed by law, from the date such payment is due until the date paid. Customer also agrees to pay all sums expended (including reasonable legal fees) in collecting overdue payments. If Customer continues to not make payment for thirty (30) days following written notice thereof, Infront may: (i) disable Customer’s use of the Solution; (ii) withhold, suspend or revoke its grant of any software license; and/or (iii) terminate this Agreement.
2.	Payment Disputes. Customer must notify Infront of any billing problems or discrepancies within sixty (60) days after they first appear on Customer’s statement from its bank, credit card company or other billing company. If Customer does not bring such problems or discrepancies to Infront’s attention within the sixty (60) day period, Customer agrees that it waives the right to dispute such problems or discrepancies.
3.	Offsets. Customer shall pay all amounts payable to Infront under this Agreement to Infront in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
4.	Taxes and Duties.
1.	Customer shall be responsible for all sales, use, withholding, value added, and any other taxes imposed by any federal, state, provincial or local governmental entity or any other governmental entity on the purchase of Product, excluding taxes based on Infront’s net income.
2.	Customer is responsible for any import or export fees or duties associated with its use of the Product.
5.	Support Subscriptions, Renewals, and Upgrades.
1.	Support Subscriptions.
1.	Provided Customer has purchased and paid for support, Infront will provide support to Customer in accordance with the then-current support policies and conditions in effect. Infront will attempt to handle any problem involving Products over the phone or email. However, Infront’s support personnel/providers may not be able to understand or resolve any given problem.
2.	Support offerings may vary by Solution and geography. Infront may, at its discretion, revise its support programs and the terms and conditions that govern them. The services and support programs and their terms and conditions in place at the time of purchase will apply to Customer’s purchase.
3.	The support programs and their terms and conditions in place at the time of purchase will apply to Customer’s purchase through the end of the then-current term.
4.	Infront has no obligation to provide support until Infront has received full payment for the Solution that Customer purchased.
5.	The support period start date will be the earlier of (i) the date the Product is activated by Customer, or (ii) thirty (30) days after the Solution has been made available to Customer. 
2.	Renewals. Customer agrees that Infront shall have the right to, automatically and without notice, renew and invoice any subscription upon expiration of the subscription. The subscription start date will begin upon expiration of the prior subscription term, and Customer will be responsible for all renewal subscription fees from the previous subscription expiration date.
3.	Upgrades. Customers may upgrade the Solution model and associated support subscription service within sixty (60) days of purchase and receive a full credit for the original purchase providing original Solution can be cancelled or disabled.
6.	Intellectual Property Ownership
1.	Intellectual Property Ownership. Customer acknowledges that Infront or its licensors own all right, title and interest in and to the Solution (including software) and content provided through or in conjunction with the Solution, including, without limitation, all intellectual property rights. Except for the license granted in these Terms, all rights in and to the Products are reserved and Infront grants no implied licenses.
7.	Term, Termination and Survival.
1.	Term. This Agreement is effective upon purchase or use of the Solution, and, unless earlier terminated, remains in effect until Customer no longer utilises the Solution.
2.	Termination.
1.	Infront may terminate this Agreement for Customer’s breach, which Customer fails to cure within thirty (30) days of written notice by Infront.
2.	Customer agrees that, upon termination, Customer will immediately discontinue all use of the Solution and that it is not entitled to any refund of prepaid fees.
3.	Survival. The terms of this Agreement that by their nature extend beyond termination, including Payment, Warranty, Limitation of Liability, Governing Law, Dispute Resolution, and Venue, shall survive termination of this Agreement.
8.	Privacy Policy and Collection of Customer Data.
1.	Privacy Policy. Please refer to Infront’s Privacy Policy located online at https://www.infront.net.au/privacy/ for information about how Infront uses, transfers and shares information collected by or provided to it.
2.	Collection of Customer Data. Customer agrees to allow Infront to collect information (“Statistics”) from their Solutions in order to optimise, troubleshot and monitor the Solution. Statistics will be collected electronically and automatically. 
9.	Confidential Information. Each party may, from time to time, divulge confidential information and proprietary trade and/or manufacturing secrets to the other party. The receiving party shall preserve in strict confidence any confidential or proprietary information obtained concerning the business or affairs of the disclosing party and its affiliated entities, including, but not limited to, this Agreement, trade secrets, technology, Infront’s price list(s), marketing strategies, customer lists, mail lists, and information concerning the design or methods of manufacture of the Solutions (“Confidential Information”), and shall refrain from disclosing, during the term of this Agreement or at any time thereafter, any such information to any person or persons, natural or corporate, except as expressly provided herein. The receiving party agrees, with respect to Confidential Information disclosed hereunder, to use the same degree of care that it uses to prevent the disclosure of its own similar information, but in no event less than reasonable care. The receiving party may only use Confidential Information for the purpose of fulfilling its obligations hereunder and shall disclose the Confidential Information only to its own employees and to its attorneys, accountants and other professional advisors, in each case who have a need to know and who have agreed in writing under terms at least as stringent as the confidentiality terms in this Agreement to maintain such Confidential Information in confidence. The receiving party shall be liable for a breach of this section by any of its representatives to whom it discloses Confidential Information. The receiving party shall not have any obligation to protect Confidential Information which (a) was in the receiving party’s possession prior to receipt from the disclosing party; (b) is, or becomes, a matter of public knowledge through no act, omission or fault of the receiving party; or (c) is disclosed by the receiving party with the written permission of the disclosing party. 
10.	Waiver of Consequential Damages and Limitation of Liability.
1.	WAIVER OF CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOLUTION, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
2.	LIMITATION OF LIABILITY.
1.	WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF INFRONT, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED (i) AUD $25.00 IF NO AMOUNT HAS BEEN PAID BY CUSTOMER TO INFRONT; OR (ii) THE AMOUNT PAID BY CUSTOMER IN THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM.
2.	THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOLUTION, FROM INABILITY TO USE THE SOLUTION, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOLUTION (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
3.	SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR BODILY INJURY OR THE LIMITATIONS ABOVE AND IN THOSE JURISDICTIONS, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.
11.	Permission to Use Logo. Customer grants permission to Infront to use Customer’s logo on the Infront website, or any other marketing material when referring to Customer. Customer will retain all title and rights to such logos.
12.	Changes to Solution. Infront reserves the right at any time to modify, suspend, or discontinue providing the Solution or any part thereof in its sole discretion, with prior notice. Any discontinuation of service will be coterminous with the end of any prepaid term.
13.	Relationship of the Parties. The parties intend that the relationship created between them by virtue of this Agreement shall be that of an independent contractor, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between them. Infront and 
14.	Entire Agreement and Assignment.
1.	Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the Solution. Infront’s failure to enforce a provision is not a waiver of its right to do so later. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Infront.
2.	Assignment. Customer may not assign or transfer any of its rights or obligations under this Agreement. Infront may freely assign its rights and obligations under this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void.
Revised: September 2020