Definitions

‘Service’ means the multi-tenanted instance of Aionic provided by the Service Provider.

‘Multi-Tenant Instance’ means a single instance of the Service shared among multiple Subscribers, each with their own segregated data and access.

‘User’ refers to an individual who is authorised by the Subscriber to use and access the Service.

Agreement to the Terms

1. By using the Service, the Subscriber is agreeing to and acknowledges the terms and conditions set out in this Agreement.

Service Provision 

1. The Service Provider will ensure access to use the Service by providing the Subscriber with appropriate access to the Multi-Tenant Instance of the Service.
2. It is the Service Provider’s responsibility to ensure that the Service is available and performing as expected.

Authorised Use

1. The Subscriber may use the Service only if they are of the appropriate legal age to consent to share their data.
2. When the Subscriber signs up or registers to the Service, they acknowledge that all the information shared is accurate, up to date and truthful. The Subscriber is responsible for the confidentiality of their own password, username and any other log-in details. The Subscriber alone is responsible for maintaining accessibility and control over their account, and therefore liable for all activities that take place on or using their account, regardless of whether the Subscriber authorised it or not. Any unauthorised access or use of the Subscriber’s account must be reported to the Service Provider immediately.
3. The Subscriber may grant access to the Service to permitted Users, including staff, employees, contractors and agents.
4. These Users are bound to the same terms and conditions as the Subscriber, as set out in this Agreement.

Payment

1. In accordance with the terms of this Agreement, the Subscriber shall pay the Service Provider all fees associated with the Service.
2. The Parties acknowledge that the Service Provider can provide an invoice to the Subscriber upon written request.
3. When purchasing the Service, the Subscriber authorises the Service Provider or its third party payment service to charge the Subscriber.
4. In the event that the Subscriber fails to uphold payment terms, the Service Provider will limit access and use of the Service, in addition to any other rights or remedies deemed reasonable.

Cancellation Policy and Fees

1. The Subscriber may cancel the Service at any time by providing written notice to the Service Provider.
2. The Service Provider may terminate or suspend the Service at any time with or without cause by providing written notice to the Subscriber.

Acceptable Use

1. The Subscriber agrees to use the Service provided by the Service Provider in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions of this Agreement.

Prohibited Activities

1. The following activities are strictly prohibited and constitute a material breach of this Agreement
1. Any unlawful or fraudulent activities.
2. Distribution of malware, viruses, or any other harmful software.
3. Unauthorised access to or use of the Service Provider’s systems or networks. 
4. Transmission of unsolicited commercial messages (spam) or any form of unauthorised advertising.
5. Use of the services to engage in any activity that could cause harm to the Service Provider’s reputation or disrupt the services for other Subscribers.
6. The Subscriber agrees to comply with all applicable local, state, national, and international laws and regulations in connection with their use of the services.
7. The Subscriber shall not use the services in a manner that infringes upon or violates the intellectual property rights of others.
8. The Subscriber shall not resell, lease, or sublicence the services to any third party without the prior written consent of the Service Provider.
9. The Service Provider reserves the right to monitor the Subscriber’s use of the services to ensure compliance with this Acceptable Use Policy. Violations may result in immediate suspension or termination of services.
10. Violation of this Acceptable Use Policy may result in temporary suspension or termination of services, and the Service Provider may report any unlawful activities to appropriate authorities.

Terms of Agreement

1. It should be noted that this Agreement shall commence on the creation and registration of the Subscriber’s subscription to Aionic and will be in full effect indefinitely, subject to either party providing written notice of termination.
2. In the case of breach of any of the terms of this Agreement by either party, either party may terminate this Agreement with the other party if the breaching party fails to rectify the breach within 30 days of receiving written notice.

Changes to Terms Policy

1. The Service Provider reserves the right to modify the terms of this Agreement from time to time. In such cases, the Service Provider will notify the Subscriber of any changes via email.
2. Continued use of the Service by the Subscriber after the effective date of the changes implies acceptance of the modified terms.
3. If the Subscriber does not agree with the modified terms, they have the right to terminate this Agreement with a written notice within 30 days from the date of notification.

Third Party Use or Offerings

Integration and Compatibility

1. In the course of using the Multi-Tenanted Instance, the Subscriber may choose to integrate or use third-party services, applications or products (‘Third-Party Offerings’).
2. The Service provider does not warrant the compatibility, reliability or availability of Third-Party Offerings. Subscribers are responsible for ensuring compatibility and adherence to the terms of use of such Third-Party Offerings.

Authorisation and Access

1. The Subscriber may be required to grant permissions or access to their accounts for integration with Third-Party Offerings.
2. The use of Third-Party Offerings is at the sole risk and discretion of the Subscriber, and the Service Provider shall not be held responsible for any data breaches, losses, or damages arising from such integration.

Third-Party Services and Links

1. The Multi-Tenanted Instance may contain links to third-party websites, services, or resources that are not owned or controlled by the Service Provider.
2. The Service Provider does not endorse or assume responsibility for the content, privacy policies, or practices of any third-party websites or services. Subscribers acknowledge and agree that the Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services.

Limitation of Liability for Third-Party Offerings:

1. To the maximum extent permitted by applicable law, the Service Provider shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, resulting from the use or inability to use Third-Party Offerings.

Third-Party Terms and Conditions

1. The Subscriber is encouraged to review and comply with the terms and conditions of any Third-Party Offerings. The Service Provider is not responsible for any violations of third-party terms and conditions by the Subscriber.

Indemnification

1. The Subscriber agrees to indemnify and hold the Service Provider and its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the use of Third-Party Offerings or the violation of these Terms by the Subscriber.

Modification or Removal of Third-Party Offerings

1. The Service Provider reserves the right to modify or remove, temporarily or permanently, any Third-Party Offerings or links to such Third-Party Offerings at any time without notice
2. By using the Multi-Tenanted Instance, Subscribers acknowledge and agree to the terms outlined in this section regarding Third-Party Offerings or use.

Data Security and Privacy

1. The Service Provider will implement reasonable security measures to protect Subscriber’s data in accordance with applicable data protection laws and regulations.
2. Both Parties will comply with all applicable data protection and privacy laws and regulations regarding the processing of personal data and information.

Confidential Information

1. Unless otherwise specified, ‘Confidential Information’ includes all non-public information that is disclosed by the Subscriber to the Service Provider, including but not limited to trade secrets, business plans, subscriber lists, financial information, proprietary technology, and any other information that has been designated as confidential or should be regarded as confidential based on the nature of the information and circumstances of disclosure by the Subscriber.
2. Confidential Information shall be treated as strictly confidential by the Service Provider, and the Service Provider will take all reasonable precautions to prevent unauthorised disclosure or use of the Confidential Information.
3. Without the prior written consent of the Subscriber, the Service Provider will not disclose, reproduce, or use the Confidential Information for any purpose other than for which it was disclosed.

Exceptions

1. The obligations of confidentiality shall not apply to information that:
1. is or becomes public knowledge through no fault of the Service Provider;
2. is independently developed by the Service Provider without reference to or use of the Confidential Information
3. is rightfully received by the Service Provider from a third party without restrictions on disclosure; or
4. is required to be disclosed by law or regulation, provided that the Service Provider provides the Subscriber with prompt notice of such requirement.

Permitted Disclosure

1. Confidential Information may be disclosed by the Service Provider to employees, contractors, and agents who are authorised to receive such information in order to perform the Service under this Agreement, provided such individuals have written confidentiality obligations as restrictive as those contained herein and are bound by such obligations.

Return or Destruction of Information

1. As soon as this Agreement terminates or expires, or the Subscriber requests that the Confidential Information be returned or destroyed, the Service Provider shall promptly return or, at the Subscriber’s option, destroy all copies of the Confidential Information.

No License or Ownership Rights

1. Nothing in this Agreement shall be construed as granting, either expressly or by implication, any licence or ownership rights in the Confidential Information, except as expressly stated herein.

Warranties and Disclaimers

Service Provider’s Warranty

1. The Service Provider guarantees that the Services will be provided accordingly and makes no additional warranties regarding the service’s quality, truthfulness, accuracy, reliability, or integrity. Except as expressly stated in this Agreement, the Service Provider makes no warranties, express or implied, and hereby disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non infringement.

Service Availability:

1. The Service Provider does not guarantee that the services will be uninterrupted, timely, secure, or error-free. The Subscriber acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications.
2. The Service Provider does not guarantee any specific results from the use of the Service, and the Subscriber acknowledges that results may vary.

Third-Party Services and Products

1. Any advice, recommendations, or information provided by the Service Provider regarding third-party products or services are for informational purposes only and do not constitute a warranty or guarantee. To the maximum extent permitted by applicable law, the service provider shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with the services.
2. The Service Provider shall not be liable for the acts or omissions of third parties, including but not limited to third-party service providers and vendors.
3. The Subscriber acknowledges and agrees that the use of the Service is at their own risk and that the entire risk as to the quality, performance, and results is with the Subscriber.

Limitations of Liability

1. To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with this agreement, whether based on contract, tort, negligence, strict liability or otherwise.
2. Notwithstanding anything to the contrary in this agreement, the total liability of either party for direct damages arising out of or in connection with this Agreement shall not exceed the total fees paid or payable by the Subscriber to the service provider under this Agreement during the six months period immediately preceding the date of the claim.

Force Majeure

1. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by circumstances beyond the reasonable control of the non-performing party, including but not limited to acts of God, fire, flood, earthquake, explosion, war, terrorism, invasion, riot, insurrection, sabotage, pandemic, epidemic, strikes, labour disputes, transportation embargoes, or any act or failure to act by a government authority (each a ‘Force Majeure Event’).

Notices

1. Written notice referred to in this Agreement will be deemed to be completed when emailed (unless any notification is received by the sender indicating the delivery of the email was unsuccessful) to the Parties at the following addresses, or as the Parties may later designate in writing:

Service Provider

Email: support@aionic.com.au

Subscriber

Email: The email address used to create the Subscriber’s account.

Governing Law

1. This Agreement shall be governed by and construed in accordance with the laws of Queensland.
2. The Subscriber agrees to comply with all applicable local, state, national, and international laws and regulations in connection with their use of the services.

Entire Agreement

1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings.