TERMS OF SERVICE

Definitions

In this Agreement, unless the context otherwise requires:

Account means an online account created by or for the Customer to access and use the Services.

Agreement means this agreement between Salestrekker and the Customer as may be updated from time to time.

App means a mobile application for the Website and/or the Services.

Salestrekker CRM means a digital customer relationship management solution known as “Salestrekker”, any versions of it, such as “Basetrekker” or “Salestrekker Premium”, and any upgrades to such.

Customer (you, your) means an individual or an entity for whose or which use the Account is created.

Customer Data means all input information, material and data, including Personal Information of individuals, which is entered, uploaded or submitted by the Customer through the Account.

Financial Product Options means one or more (if any) financial product or service, such as loan, credit or mortgage, which financial institutions may offer based on the Customer Data entered by the Customer through the Services.

Intellectual Property means all forms of intellectual property throughout the world including patents, petty patents, innovation patents, patentable inventions, know-how, trade marks (whether registered or unregistered), copyright, registered and registrable designs, circuit layout rights, applications for registration of any of the foregoing and rights to apply for registration of any of the foregoing.

Personal Information has the meaning given to it by the Privacy Act 1988 (Cth).

Privacy Policy means Salestrekker’s privacy policy available through this link.

Salestrekker (we, our, us) means Salestrekker Trading Pty Ltd (ABN 19 659 282 827) of Suite 2101A, Level 21/520 Oxford St, Bondi Junction NSW 2022 Australia

Salestrekker Data means information, material and data, including Personal Information of Salestrekker’s employees, contractors and other third parties, which originates from Salestrekker and is accessible as part of the Services.

Sensitive Information has the meaning given to it by the Privacy Act 1988 (Cth).

S**ervices **means our cloud based online products, solutions, platforms, applications, application programming interface (API), tools, such as and including the Salestrekker CRM, and any additional, ancillary or supplementary products and services offered online and via the App, and any upgrades to them.

Terms means the terms and conditions contained in this Agreement.

Website means the website salestrekker.com accessed through the URL https://salestrekker.com/

1. AGREEMENT

1.1 PARTIES

This Agreement is a contract between the Customer and Salestrekker. It sets out the Terms that apply to your use of the Services. You agree that your acceptance of the Terms, and ongoing use of the Services, constitute acceptance of this Agreement.

1.2 APPLICATION

(a) This Agreement will apply to each and every use of and access to the Services by the Customer.

(b) If you do not agree to be bound by this Agreement, you must not use and access the Services, nor must you allow any person to access and use the Services on your behalf.

a. the Customer accepting the Terms, or

b. registration of the Account for use by the Customer, or

c. the Customer using and accessing the Account and the Services,

and continues until such time that the Account is closed or deregistered by any reason, including under clause 10 of these Terms.

(d) The Agreement applies in its entirety and constitutes the whole agreement, subject to clause 1.3(a). The Customer may either accept or reject the Terms. If the Customer rejects the Terms, it may not create an Account, and may not access and use the Services.

(e) No other terms, purchase order or other document will apply excepting those terms implied by statute which cannot be excluded or modified.

(f) Every phrase, sentence, paragraph and clause in this Agreement is severable the one from the other despite the manner in which they may be linked together or grouped grammatically and if any phrase, sentence, paragraph or clause is found to be defective or unenforceable for any reason whatsoever the remaining phrases, sentences, paragraphs or clauses as the case may be, are of full force and effect.

(g) Salestrekker may assign its rights, duties, titles, interests, and obligations under this Agreement or in relation to the Services to any third party at any time. However, your rights and obligations under this Agreement shall remain non-transferable unless consented by Salestrekker in writing.

1.3 DOCUMENTS INCORPORATED INTO THIS AGREEMENT

(a) The following documents form part of this Agreement:

• pricing and fees payable for the Services as published by Salestrekker from time to time, or as set by Salestrekker’s authorised reseller that subscribes the Customer to use the Services;

• the Privacy Policy;

• terms of use of the Website;

• any other policy or legal document found on the Website;

• any document explicitly incorporated into this Agreement by reference.

(b) To the extent of any inconsistency between this Agreement and any incorporated policy or document, the incorporated policy or document will prevail.

(c) You need to print a copy of and store this Agreement and all policies and documents incorporated by reference for your records.

1.4 AMENDMENTS

(a) We may amend this Agreement at any time for any reason. This Agreement, as amended from time to time, is published by us and can be accessed by you on the Website.

(b) If you do not agree to accept the changes to the Agreement, you will need to close or de-register your Account, and otherwise should not access or use the Services. If you continue using the Services and having your Account with us after we publish or send a notice about our changes to the Terms, you consent to be bound by the updated Terms and the changes to the Agreement as of their effective date.

2. SERVICES

2.1 ACCESS AND USE

(a) In order to access and use Services, the Customer will need to apply for using the Services and registering an Account through Salestrekker or Salestrekker’s authorised resellers, as further set out in clause 3.1.

(b) The Services can only be purchased through Salestrekker or its authorised resellers.

(c) The Customer can only access and use Services with such user rights for which it has registered and/or paid, as approved by Salestrekker or Salestrekker’s authorised reseller.

(d) The Customer can only access and use the Services and the Account after it has accepted these Terms.

(e) Upon creation of the Account, the Customer can access and use the Services through the dedicated hyperlink, the Website or the App (as applicable) from an internet browser. An active and stable internet connection is required to access and use the Services.

(f) Salestrekker makes no representation and gives no warranty about the quality of, access to and use of the Services, including any representation that the Services and access to it will be available, secure, uninterrupted or error-free.

(g) Salestrekker may provide training or support services to the Customer in relation to the use of the Services on the terms determined by Salestrekker.

(h) Salestrekker may make changes to the Services or any features in or functionality of the Services at any time. Salestrekker reserves the right to add, modify, impose conditions, suspend, discontinue, or permanently remove any feature or aspect of the Services at its sole discretion and without any obligations whatsoever. We do not guarantee that any templates, tools, graphics, or other features will be continuingly available.

2.2 USER RIGHTS

(a) Access to and/or features of the Services differ depending on the level of access and user rights. We may create an entirely different level of access to the Services through different pricing packages, of which we will notify you accordingly and the provisions of clause 1.4 will apply to such changes.

(b) The features, functionalities and privileges available to the Customer through the Account are determined by the respective user rights, user type, relevant Services, subscription plan and pricing packages governing such Account.

(c) Description of the Services and information on the rights, permissions and features of various user types are available through the link.

(d) You are liable and responsible for choosing an appropriate user type in connection with your Account and for understanding the rights, settings and controls for the Services your user type allows.

(e) Salestrekker is not responsible for and bears no liability to you if the user type you have chosen is not suitable for the Services you may wish to use.

2.3 FINANCIAL PRODUCT OPTIONS

(a) Certain Services, such as Salestrekker CRM, may generate Financial Product Options.

(b) The Services will use the Customer Data as submitted by the Customer through the Account to generate and provide Financial Product Options (if any).

(c) The Financial Product Options are generated solely for the purpose of providing the Customer with information about Financial Product Options and assessment of such Financial Product Options by the Customer and do not represent financial and/or legal advice. Salestrekker does not endorse or recommend any Financial Product Options and/or financial institution.

(d) The Customer must exercise its own discretion, use its own professional expertise and advice, and conduct its own due diligence relating to the Financial Product Options.

(e) Salestrekker provides no warranties and accepts no responsibility whatsoever in relation to the accuracy, quality, suitability and correctness of the Financial Product Options.

3. ACCOUNT

3.1 REGISTRATION

(a) In order to access and use the Services, the Customer needs to create an Account or an Account needs to be created for the Customer.

(b) For the purpose of the Account, the Customer needs to provide the following information:

• Customer’s details, including the full entity name, ABN, business address and contact details;

• Email, full name, position and contact details for the user profile in whose name the Account is created if such Customer is an entity;

• Any other information which may be required.

(c) When the Customer is an entity, the Customer agrees, warrants and acknowledges that an individual in whose name the Account has been created, is an authorised representative of the Customer and has been authorised by the Customer to access and use the Account;

(d) The Customer is responsible and liable to Salestrekker for any activity, action, act or omission occurring on the Account.

(e) Any activity, action, act or omission occurring on the Account are deemed to be undertaken or authorised by the Customer;

(f) The Customer warrants and represents that any information submitted or used on its Account is true, accurate, reliable, complete and current. Creating a fake Account or submitting inaccurate, incomplete or fabricated information is a material breach of this Agreement.

(g) The registration of an Account and the use of the Services is subject to approval and satisfaction of Salestrekker. Salestrekker reserves the right to refuse, restrict, suspend, cancel or terminate the Account at any time and without any obligations or liability to the Customer whatsoever.

3.2 ACCESS

(a) Salestrekker will have access to the Customer’s Account and will store the details of and information relating to the Customer’s Account.

(b) Collection, storage, use and handling of personal information provided by the Customer to Salestrekker while creating an Account is subject to the Privacy Policy.

(c) It is the Customer’s obligation to maintain the security of all devices from which it accesses its Account and confidentiality of the login information.

(d) The Customer is liable for all activities on its Account. If the Customer suspects any unauthorised access or activities on its Account, it must immediately review the security of devices and the Account and inform Salestrekker about such unauthorised access to the Customer’s Account.

3.3 API

(a) As a part of the Services and your registered Account, we may provide you with an API available for creation of custom integrations with Salestrekker. The API is part of the Services, and its use is subject to these Terms.

(b) API is subject to changes and modifications. You are solely responsible to ensure that your use of the API is compatible with the current version.

(c) You may use API by providing your API key to third party software providers (Integrating Party). By doing so, you are solely responsible for any data loss or breach of privacy laws and other relevant regulations. You agree to indemnify us from any losses you may incur in connection with sharing your API keys with Integrating Parties.

(d) We reserve the right to limit which Integrating Parties have access to the software and we may limit a number of API calls made to the software by each Integrating Party.

(e) We may terminate API keys and access to the Account without a notice.

4. AUTHORITY

4.1 The Customer warrants and acknowledges that it:

(a) has authorised the creation of its Account;

(b) has full authority to access and use the Services; and

4.2 An individual who:

(a) accepts this Agreement for and on behalf of the Customer; and/or

(b) creates an Account for the Customer; and/or

(d) uses the Customer’s email address to create an Account;

represents, acknowledges and warrants that they (the individual) has a full authority to enter into this Agreement for and on behalf of the Customer and bind the Customer by the terms of this Agreement. If such an individual lacks sufficient authority, they take personal responsibility to discharge all liabilities and obligations that may arise from or in relation to the use of and access to the Services and indemnify Salestrekker against any claim and action by a third party arising out of or in connection with this Agreement, and access to and use of the Account and Services.

5. PRICING AND PAYMENT

5.1 Applicable fees are payable by the Customer to Salestrekker (or to Salestrekker’s authorised reseller as the case may be) for the provision of Services (Fees).

5.2 The Fees are payable for each Account.

5.3 Unless otherwise agreed in writing with Salestrekker or Salestrekker’s authorised reseller, the Fees will be invoiced in accordance with the pricing available through the following link https://salestrekker.com/prices

5.4 The Customer shall pay Fees on a monthly basis, unless agreed otherwise in writing, and must pay such Fees in a timely manner.

5.5 The Customer:

(a) authorises Salestrekker or Salestrekker’s authorised reseller to charge such Fees using the agreed payment method, either directly or through a payment processing service; or

(b) shall otherwise remit payment to Salestrekker or Salestrekker’s authorised representative,

on or before the due date for payment of the Fees.

5.6 The Fees are non-cancellable and non-refundable unless agreed otherwise by Salestrekker.

5.7 If the Customer fails to pay the Fees when they fall due for payment, Salestrekker may, in its sole discretion retry to collect such Fees at a later time, and/or suspend or cancel the Account without notice.

5.8 Salestrekker and Salestrekker’s authorised reseller reserves the right to change the Fees at any time, upon written notice to the Customer if such change may affect Customer’s existing subscriptions.

5.9 If Salestrekker changes the Fees, then the Customer shall be entitled to terminate this Agreement subject to the survival provisions and compliance with all provisions under this Agreement, including in relation to payment of the Fees due for the provision of the Services.

5.10 If the Customer does not agree to accept the new Fees, the Customer must close or de-register its Account, and otherwise should not access or use the Services. If the Customer continues using the Services and having its Account with us after we provide written notice about the change of the Fees, the Customer consents to the new Fees and continues to be bound by these Terms.

5.11 All prices are stated exclusive of any applicable duties, charges, levies, fees and taxes, unless stated otherwise.

5.12 GST:

(a) all fees quoted or listed are exclusive of GST unless expressly indicated to the contrary;

(b) where a payment or consideration for the Services is not expressed to include GST, the Customer must pay, in addition to the payment or consideration expressed and without deduction or set off, an amount in respect of GST applicable to the use of the Services;

(d) Salestrekker or its authorised reseller must issue the Customer with a correctly rendered tax invoice for any amount collected on account of GST.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property contained in and in connection with the Website, the App and the Services are the property of Salestrekker and its licensors.

6.2 Subject to Customer’s compliance with these Terms, Salestrekker grants the Customer a limited, non-exclusive and non-transferable licence, without the right to sublicense, to access and use the Services during the term of this Agreement solely for the purpose the Services are indented to be used and not for any other purposes.

6.3 The Customer agrees and warrants that it will not and will ensure that its representatives and employees will not:

(a) copy, reproduce or seek to register Intellectual Property in the Website, the App and the Services;

(b) reverse-engineer any source-code used in the Website, the App and/or the Services;

(d) make any permanent or enduring copy of the Services, its content or its computer code;

(e) web scrape or screen scrape Salestrekker’s Data, any data or content from the Website, the App and/or the Services;

(f) interfere or purport to interfere with the content, integrity or proper working of the Website, the App, the Account and the Services; and

(g) procure any other person or third party to do things stipulated in this clause.

6.4 Access to the Services should not be taken as a grant or transfer of ownership rights, Intellectual Property rights, a licence or any other rights to the Customer.

6.5 All content, documentation, material, information, including the Salestrekker Data, used and/or created by the Services using the Customer Data belong to and remain the property of Salestrekker.

6.6 The Customer retains all right, title, interest and control, in and to the Customer Data. Solely for the purpose of maintaining and providing the Services to the Customer, the Customer grants us a worldwide, royalty-free license to access, use, process, copy, distribute, export and reproduce the Customer Data, including the right to make modifications and derivative works as necessary to reformat the Customer Data for display in the Services.

7. WARRANTIES AND OBLIGATIONS OF THE CUSTOMER

7.1 A Customer represents, acknowledges and warrants to Salestrekker that:

(a) it has read and accepted the terms of this Agreement;

(b) it has full power and legal capacity to enter into this Agreement;

(c) a representative who entered into this Agreement for and on behalf of the Customer has a full authority to enter into the Agreement and bind the Customer by the Terms;

(d) Salestrekker may collect, store, handle, process and use Personal Information and data in accordance with our Privacy Policy and that the Customer made our Privacy Policy available to every individual whose Personal Information may be collected by Salestrekker;

(e) the information the Customer has provided is true, accurate and correct. Creating an Account with false information is material breach of this Agreement;

(f) it will not rely on the content or accessibility of the Services;

(g) all terms, conditions and warranties other than those expressly contained in this Agreement are excluded;

(h) the limitation of liability and disclaimer of liability apply as stated in clause 8 below; and

(i) it will use the Services in a lawful manner and will follow applicable rules and laws when accessing and using the Services.

7.2 In addition to the promises and acknowledgements stated above, the Customer agrees:

(a) to use the Services at its own risk;

(b) to keep its Account password and credentials secret;

(d) not to transfer any part of its Account or give access to it to any third party;

(e) that it is responsible for anything that happens through its Account unless it closes it or reports misuse;

(f) to keep all Account information up to date;

(g) that Salestrekker may send you notices and messages through the Services, email and contact information. The Customer can always notify Salestrekker if it does not wish to receive any or certain messages from us, and can opt-out from any notices and messages completely using this form.

7.3 Insofar as the Customer Data is concerned, you represent and warrant that:

(a) you collect, use, handle and store the Personal Information in compliance with the Privacy Act 1988 (Cth) and any other applicable privacy laws;

(b) the Personal Information forming part of the Customer Data does not contain Sensitive Information; and

8. LIMITATION OF LIABILITY AND DISCLAIMER

8.1 LIMITATION OF LIABILITY

(a) Some legal obligations imposed by law cannot be excluded or limited. Salestrekker does not purport to exclude or limit such liability.

(b) To the fullest extent permitted by law, and except as otherwise expressly provided in terms and conditions applicable to specific transactions that may be facilitated by the Services or by a separate written agreement that explicitly overrides this Agreement, Salestrekker (and its authorised resellers and affiliates) is not and will not be liable to the Customer in connection with this Agreement for:

• loss of profit or business opportunity, loss of data (including any down time of the Services, or loss, use of, or changes to, the Customer Data), damage, loss, liability, claim or expense arising from the Customer’s use of the Services and whether such claim arises from breach of contract, negligence or other tort or breach of statute, wilful act or otherwise, or for any indirect, incidental, consequential, special or punitive damages;

• any damage, loss, liability, claim or expense caused to or brought by a third party against the Customer in connection with the use of and in relation to the Services;

• any unauthorised access to the Account or misuse of the Customer Data;

• any interruption or disruption of the Services;

• any other matter related to the Customer’s use of the Services, irrespective of the fact that such liabilities result from any non-performance, negligence of duty and statutory responsibilities, errors and omissions, loss of data, misrepresentation, torts, interruptions, unauthorised access, or breach of contract by Salestrekker, and the possibility of such liabilities was already conveyed to it;

• any amount that exceeds:

o the total fees paid or payable by you to Salestrekker under this Agreement during the 12 consecutive months (or less, as the case may be, if the Customer used the Services for less than 12 months) preceding the event; or

o $5,000.00 (five thousand dollars), whichever is lesser. This liability is aggregate, cumulative and not per event.

8.2 THIRD PARTY SERVICES

Salestrekker makes no representation about and bears no liability for services of third parties, whether available through the Account or as part of the Services, or integrated by the Customer or Integrating Parties. You acknowledge and agree that you access and use any third party’s services based on your own assessment and at your own risk.

8.3 DISCLAIMER

THIS IS A DISCLAIMER OF LEGAL LIABILITY OF SALESTREKKER FOR THE QUALITY, SAFETY, OR RELIABILITY OF THE SERVICES.

(a) Salestrekker (and its authorised resellers and affiliates) makes no representation and gives no warranty about the quality of, access to and use of the Services and the Account, including any representation that the Services and access to the Account will be secure, uninterrupted or error-free, that the Customer Data and any other data will not be lost, that defects will be corrected, or that the Services are free from viruses or other harmful code. Use and access to the Services is provided on “as is”, “with all faults” and “when available” basis;

(b) Salestrekker (and its authorised resellers and affiliates) makes no representation and gives no warranty that the Services, the Website and the App are complete, accurate, reliable, or compatible with or can be integrated with any contemplated activities, devices, operating systems, browsers, software or tolls;

(c) Salestrekker (and its authorised resellers and affiliates) makes no representation and gives no warranty regarding any content, information, material or results that you obtain through the Account and/or use of the Services.

(d) To the fullest extent permitted by applicable law, and subject to clause 8.1, Salestrekker disclaims any implied or statutory warranty (which can be excluded), including any implied warranty of title, accuracy of data, non-infringement, functionality, merchantability or fitness for a particular purpose.

(e) Subject to our statutory obligations of compliance with the Privacy Act 1988 (Cth) and other applicable privacy laws, we assume no responsibility or liability for the Customer Data. For the avoidance of doubt, Salestrekker will not monitor and/or moderate the Customer Data.

8.4 INDEMNITY

The Customer agrees to indemnify and keep indemnified Salestrekker against any loss or damage caused to Salestrekker and/or any third party in connection with or relating to the use of the Customer’s Account and/or the Services, and/or misuse or loss of the Customer Data, due to negligence, breach of contract or statute by the Customer (or anyone accessing and using the Account and/or the Services for and on behalf of the Customer).

9. COMMUNICATION, NOTICES AND LINKS

9.1 All notices, disclosures, communications, and information in relation to and in connection with this Agreement or use of the Services shall take place through electronic delivery. The Customer consents to receiving all such communications and notices to its email address registered on the Account. Such notices shall be deemed as received on their confirmed dispatch.

9.2 When you create an Account, you consent to subscribe to our notification and newsletter services. We may send useful information to your email address to improve your experience with Salestrekker and keep you informed about new products and services offered by Salestrekker. The Customer can revoke its consent to receive newsletters at any time by using the opt-out link.

9.3 The Account and the Website will contain getaways and links to websites operated by third parties (“linked sites”). You agree that Salestrekker:

(a) does not re-publish, endorse, recommend or approve the linked site;

(b) makes no representation or warranty concerning the accuracy or other characteristics of the content of the linked site or the experience you will have at the linked site.

10. TERMINATION

10.1 Either party may terminate this Agreement at convenience at any time.

10.2 Salestrekker may terminate this Agreement with immediate effect if the Customer:

(a) commits material breach of this Agreement;

(b) fails to remedy a breach of this Agreement within 14 days of Salestrekker notifying the Customer of such breach; or

10.3 If you wish to terminate this Agreement, you can do so at any time by ceasing accessing or using the Services and de-registering your Account.

10.4 If the Agreement is terminated, the Account and all content on it will be permanently deleted unless we are required to retain any content in compliance with any business or legal obligations.

10.5 Termination of this Agreement for any reason is subject to the survival provisions under this Agreement (clauses 5, 6, 7 and 8), including in relation to payment of the Fees due for the provision of the Services.

11. JURISDICTION

This Agreement shall be governed and construed in accordance with the laws of the State of New South Wales, Australia. The parties to this Agreement will submit to the non-exclusive jurisdiction of the courts of that place.