Terms of Use

Background

1. The Licensor develops LitiGauge, a software package for Australian barristers to time record and invoice matters which is hosted by LitiGauge (Software) and made available as Software as a Service.
2. By signing up for an account to use the Software, you agree to the terms of this End User Licence Agreement (Agreement).
3. Subject to you making payment of Licence Fees, the Licensor offers to provide you (Licensee) a Licence to use the Software on the terms in this Agreement.

Operative Provisions

1. Licence

1. The Software is licenced, not sold.
2. The Licensor will provide you with a non-exclusive, non-transferrable, revocable Licence to use the Software subject to the terms of this Agreement.
3. You must pay Licence Fees for use of the Software in advance in accordance with monthly or annual plans made available by the Licensor.
4. You must authorise and make payment of Licence Fees from a credit card using a payment portal maintained by the Licensor for that purpose.
5. The Licensor will issue you a tax invoice as soon as reasonably practical after payment by you of Licence Fees for a particular period.
6. The Licensor may increase the Licence Fees for future periods by giving you 30 days notice.

2. Your Obligations

1. You must:
   1. only use the Software for your own personal business use;
   2. comply promptly with the Licensor's reasonable directions in relation to the use of the Software;
   3. provide promptly all information, decisions, facilities and assistance the Licensor reasonably requires to supply services in relation to the Software;
   4. comply with all laws and guidelines concerning the use of the Software;
   5. not abuse or misuse the Software; and
   6. not sublicence, reverse engineer, redistribute or copy the Software.
2. Unless otherwise agreed in writing, you must not use or permit any other person to use the Software for any unauthorised purpose.

3. Updates and Support

1. The Licensee must keep current software installed by the Licensee to access the Software.
2. The Licensor will use its best endeavours to maintain and correct any errors or defects in current versions of the Software within a reasonable time of notification by the Licensee.
3. If the Licensor is unable to correct such errors or defects within a reasonable time then the Licensor will refund the part of the Licence Fee paid in respect of the period in which such error or defect is occurring upon your reasonable request.
4. The Licensor will make available reasonable technical support in the form determined by the Licensor subject to:
   1. payment of the Licence Fees; and
   2. acceptance of this Agreement.
5. In the course of maintaining the Software, the Software may be unavailable for periods of time while the Licensor undertakes maintenance. You agree that such unavailability and downtime of the Software will not breach this Agreement.

4. Intellectual Property

1. The copyright and intellectual property in the Software and its components remains the property of the Licensor.
2. The Licensee acquires no interest, right in or right to use the Software or its intellectual property except to the extent created by this Agreement.

5. Warranties

1. To the extent permitted by law, you acknowledge and agree that:
   1. the Licensor has not warranted that the Software is error or defect free;
   2. any errors or defects in the Software are not a breach of this Agreement;
   3. it is your responsibility to ensure that the Software meets your requirements; and
   4. you should use the free trial to examine the Software to be satisfied that the Software is suitable for that purpose.

6. Limitation and Exclusion of Liability

1. The Licensor excludes all warranties implied by law except as expressly set out in the Agreement to the extent permitted by law.
2. To the extent permitted by law, the Licensor is not to be liable for any loss or damage suffered by you as a result of use of the Software (or any other software or service made available by the Licensor). This includes any loss suffered as a result of any taxation law.
3. Subject to clause 3(c), the Licensor is not liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Agreement or use of the Software, except to the extent that such liability may not lawfully be limited or excluded. For the avoidance of doubt this extends to any employees, contractors, agents, representatives, licensees or permitted assigns of the Licensor.
4. Despite the generality of the preceding subparagraph, the Licensor expressly excludes liability for consequential loss or damage which may arise in relation to the Software for loss of data, loss of, or claim for, revenue, profits, actual or potential business opportunities or anticipated savings or profit, whether direct, indirect, economic, consequential howsoever arising by way of act or omission in contract or in tort. You agree to release and indemnify the Licensor to that extent.
5. Where the Licensor cannot by law exclude such liability, its liability to you will be limited, at the Licensor's choice, to:
   1. if the breach relates to goods — the replacement or repair of the goods; or
   2. if the breach relates to services — the supply of those services or the payment of the cost of those services supplied again.
6. This clause applies despite anything else in the Agreement and to the fullest extent permitted by law.
7. For the purposes of this clause the term Licensor includes the Licensor's officers, employees, sub-contractors, suppliers and agents, whether individually or collectively.

7. Privacy

1. This Agreement is subject to the Licensor's privacy policy available at https://www.litigauge.com/privacy.

8. Termination

1. The Licence conferred will terminate upon:
   1. you giving 30 days notice of termination to the Licensor; or
   2. 90 days written notice by the Licensor;
   3. you or the Licensor suffering an insolvency event; or
   4. you failing to pay Licence Fees in advance for a period of seven days and the Licensor elects to accept such termination.
2. The Licensor may also terminate your Licence in the event you breach any term or condition of this Agreement.
3. Upon termination, you and your agents must delete all copies of the Software from your system and may not access or use the Software unless you have paid any outstanding Licence Fees and otherwise remedied any breach of this Agreement.
4. No refund of any part of the Licence Fee already paid is refundable by reason of any termination of the Licence unless the Licensor has terminated this Agreement for convenience.

9. Assignment

The Licensor may assign its interest in this Agreement by notice to you.

10. Definitions

1. Licence Fees means those fees applicable for the Software payable monthly or annually.
2. Licensor means Mepo Pty Ltd ACN 142 886 584.

11. Miscellaneous

1. This Agreement is subject to the laws of Queensland.
2. The parties submit to the exclusive jurisdiction of the courts of Queensland in the event of any dispute.
3. If any provision is void, voidable or unenforceable, it is taken to be severed from the Agreement, with the remaining parts of the Agreement remaining in full force and effect.
4. The terms of this Agreement may be varied by the Licensor from time to time by written notice. Your continued use of the Software following such notice, and the continued payment of the Licence Fee, will constitute acceptance of such variation.
5. The Licensee acknowledges that updating this Agreement and making its terms accessible to the Licensee through the provision of a link on the log-in page for the Software is sufficient notification of the revised terms for the purposes of this clause.
6. Notices under this Agreement may be given to you by email to the email address you nominate when using the Software.
7. This Agreement constitutes the entire agreement of the Parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this Agreement.
8. The Licensor will not be liable for any events outside the Licensor's control.