Streamtime Licence Agreement

1. Acceptance of this Agreement

• 1.1 These terms and conditions (Streamtime Licence Agreement) and the relevant Order (the Streamtime Licence Agreement and the Order comprising the Agreement) govern the Customer’s access to, and use of, the Software. By clicking ‘accept’, accessing, downloading or using the Software, the Customer agrees to this Agreement on the date that the Customer accepts this Agreement or the date that an Authorised User first accesses, uses or downloads the Software, whichever occurs first (Effective Date).
• 1.2 This Agreement is effective as between the Customer and Streamtime Australia Pty Ltd ABN 52 654 231 777 of Level 17, 383 Kent Street, Sydney NSW 2000 (Streamtime) as of the Effective Date and continues until the expiry of the Term unless terminated earlier by either party in accordance with its terms.
• 1.3 Streamtime may vary these Terms of Use by updating these Terms of Use on the Streamtime website, available at https://www.streamtime.net/. Streamtime will provide prior notice of any material variations to these Terms of Use. Any variations to these Terms of Use will not apply to any dispute that arises prior to the date that these Terms of Use are varied. If the Customer does not agree with a variation to these Terms of Use, after engaging in the dispute resolution process set out in clause 24, the Customer may terminate this Agreement by providing Streamtime with written notice.  

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2. Initial Term and Renewal

• 2.1 At the end of the Initial Term or any Renewal Term (as the case may be), this Agreement will automatically renew for a further period equal to the previous Initial Term or the Renewal Term (as the case may be), unless:
  • 2.1.1 where the Customer has an annual or longer term subscription to the Software, either party gives the other party written notice that this Agreement will not automatically renew at least 30 days before the end of the then current Initial Term or Renewal Term (as the case may be);  
  • 2.1.2 where the Customer has a monthly subscription to the Software, either party gives the other party written notice that this Agreement will not automatically renew between 7 Business Days and 1 Business Day prior to the end of the Initial Term or then current Renewal Term (as the case may be); or
  • 2.1.3 this Agreement is terminated in accordance with clause 22.
• 2.2 Where the Customer has an annual or longer term subscription to the Software, at least 30 days prior to the end of the Initial Term or the Renewal Term (as the case may be), Streamtime will provide written notice advising the Customer of the date that the Initial Term or Renewal Term (as the case may be) will expire and any change to the Fees applicable to the Renewal Term.
• 2.3 Where the Customer has a monthly subscription to the Software, at least 30 days prior to the end of the Initial or the Renewal Term (as the case may be), Streamtime will provide written notice advising the Customer of any change to the Fees for the Renewal Term.
• 2.4 At any time prior to the end of the Initial Term or the current Renewal Term (as the case may be), the Customer may adjust the duration of the subsequent Renewal Term via the Customer’s Account (for example, the Customer may adjust its subscription to the Software from an annual to a monthly subscription, and vice versa). Streamtime will provide written notice of any change to the Fees applicable to the new subscription before implementing the change to the subscription duration.

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3. Fees, Payment and Delivery

• 3.1 The Customer must pay Fees according to the payment terms specified in the Order. Streamtime may issue invoices in respect of any Fees in accordance with the frequency specified in the Order.
• 3.2 Billing information including payment method can be set in the Account settings in the Software.
• 3.3 Amounts payable under or in connection with this Agreement:
  • 3.3.1 are exclusive of GST and any other taxes, duties and levies, which, if applicable, are payable by the Customer in addition to the Fees at the rate prevailing at the time; and
  • 3.3.2must be made in the currency specified in the Order.
• 3.4 The Customer is responsible for granting access to any Authorised Users via the software settings.

4. Licence

• 4.1 Subject to Customer’s compliance with the terms and conditions of this Agreement and the payment of Fees by the Customer, Streamtime grants to the Customer a non-exclusive, non-transferable, non-sublicensable and revocable licence during the Term to use the Software specified in the Order solely for Customer’s own internal business purposes (and not for commercial distribution).
• 4.2 The Customer acknowledges and agrees that:
  • 4.2.1 the Software is proprietary to Streamtime, its licensors or suppliers;
  • 4.2.2 the Customer and its Authorised Users do not have any rights in the Software except as expressly granted in this Agreement; and
  • 4.2.3 the Customer is fully responsible and liable for the acts and omissions of all Authorised Users that are provided with access to and the ability to use the Software.
• 4.3 The Customer must, and must ensure that its Authorised Users:
  • 4.3.1 use the Software subject to the Scope of Use (including any limitations such as maximum number of Authorised Users) specified in the Order; and
  • 4.3.2 comply with all applicable laws and regulations in relation to the use of the Software.

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5. Free trials and offers

• 5.1 From time to time, Streamtime may offer discounts or complementary trials of the Software in its sole discretion.
• 5.2 If the Customer is accessing the Software on a trial basis, that access is governed by this Agreement.
• 5.3 Streamtime may terminate, suspend or cancel a trial without prior notice and without any liability.
• 5.4 During the trial period:
  • 5.4.1 no warranties are provided in respect of the Software;
  • 5.4.2 the Software is provided ‘as is’ and ‘as available’; and
  • 5.4.3 no Online Support is available to the Customer.  
  • 5.5 Once a trial period expires the Customer may continue to use the Software by taking up a paid subscription on the terms and conditions of this Agreement.

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6. Terms of Use

• 6.1 In order to access the Software each Authorised User must have an Account.
• 6.2 The Customer must immediately notify Streamtime in writing:
  • 6.2.1 of any actual or suspected misuse of an Authorised User’s Account;  
  • 6.2.2 if any Account credential is lost or stolen; or
  • 6.2.3 of any actual or suspected breach of security measures which relates to the Software or an Authorised User’s Account.
• 6.3 The Customer is solely responsible for:
  • 6.3.1 all acts and activities that occur using its Authorised Users’ Accounts, including any unauthorised use of any Account or any unauthorised or excessive use of the Software, whether undertaken by the Customer, its Authorised Users, its personnel or any third party; and
  • 6.3.2 all losses, costs, damages and expenses that are incurred as a result of lost, stolen or compromised log-in credentials for any Account or any other unauthorised use of any Account.

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7. Export Law Compliance

• 7.1 The Customer’s and Authorised Users’ use of the Software is subject to law that may govern the import and export of the Software. The Customer agrees to comply with all such laws and warrants that the Customer is not prohibited from receiving the Software by the laws of any relevant jurisdiction.
• 7.2 The Customer must not (and must ensure that its Authorised Users do not) use or otherwise export the Software or any content that is controlled for export from the Customer’s jurisdiction without Streamtime’s prior written consent.

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8. Customer’s Obligations

• 8.1 The Customer acknowledges and agrees that:
  • 8.1.1 it is responsible for undertaking its own enquiries and making its own checks in relation to the suitability and applicability of the Software for its required purpose, including whether the Scope of Use is sufficient and appropriate for the Customer’s needs;
  • 8.1.2 the Software is provided ‘as is’ and ‘as available’. Neither Streamtime nor its licensors or suppliers represent, warrant or guarantee that the Software will be error or ‘bug’ free or available at any specific time required by the Customer;
  • 8.1.3 the Customer must, at its own expense, provide and maintain all communications facilities required for the electronic delivery of the Software;
  • 8.1.4 the Customer is solely responsible for the accuracy of all Customer Data;
  • 8.1.5 this Agreement applies to any Software Updates provided or made available by Streamtime to the Customer from time to time (if any);
  • 8.1.6 it is liable for the acts and omissions of its Authorised Users as if its Authorised Users’ acts and omissions were those of the Customer itself; and
  • 8.1.7 it is responsible for complying with any applicable terms and conditions of any third party data, products, services, and platforms the Customer uses in conjunction with the Software.
• 8.2 The Customer must maintain adequate security and safety procedures for the protection and safe-keeping of the Software, including to protect against any malware.
• 8.3 The Customer must not (and must ensure that its Authorised Users do not) directly or indirectly:
  • 8.3.1 use the Software in any manner or for any purpose or use other than as expressly permitted by this Agreement;
  • 8.3.2 breach any rights (including the Intellectual Property Rights) of any third party;
  • 8.3.3 copy, modify, translate, alter, tamper with, reproduce, repair or otherwise create derivative works of any portion of the Software, including any Intellectual Property Rights, trade marks, patent or copyright notices, confidentiality legends or notices, numbers or any other means of identification used on or in relation to Software;
  • 8.3.4 display, disclose, sell, transfer, license, rent, lease, loan, provide or distribute all or any portion of the Software to any third party;
  • 8.3.5 reverse engineer, reverse assemble, decompile or otherwise attempt to gain access to the source code of all or any portion of the Software (except to the extent such acts may not be prohibited by applicable law); ‍
  • 8.3.6 access or use the Software in a way intended to avoid incurring Fees or exceeding the number of Authorised Users; ‍
  • 8.3.7 do anything that would disable, interfere with or otherwise disrupt the use or supply of the Software to any person;
  • 8.3.8 attempt to bypass any security measures within the Software; ‍
  • 8.3.9 use the Software to transmit any materials, or store any data, files or content, that is unlawful, immoral, libellous, pornographic, vulgar, defamatory, abusive, insulting, threatening, obscene, inflammatory, offensive or otherwise inappropriate or objectionable; or‍
  • 8.3.10 use the Software, or its knowledge of the Software, to create (or engage or assist a third party to create) products or services that compete, whether in whole or in part, with the Software or any other Streamtime products or services.

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9. Support Services

• 9.1 Subject to the Customer’s payment of the Fees, Streamtime agrees to provide Online Support during the Term to the Customer in order to provide a response to technical issues affecting the Software.
• 9.2 The following features apply to Online Support:
  • 9.2.1 Online Support is available via email, digital chat or by logging a request for a call;
  • 9.2.2 Streamtime’s support team will provide Online Support in response to email, chat or call requests;
  • 9.2.3 Online Support is available during Business Hours; and  
  • 9.2.4 calls for Online Support are limited to:
    • (a) no more than 30 minutes in duration; and
    • (b) one support issue or question per call.
• 9.3 There is no additional charge for Online Support.
• 9.4 Customers accessing the Software using a trial are not guaranteed access to Online Support.
• 9.5 Online Support may be unavailable due to public holidays or downtime for server or system maintenance.
• 9.6 Streamtime reserves the right to terminate Online Support for Customers that use Online Support in an irregular, excessive, abusive or fraudulent manner.
• 9.7 Response times for Online Support may vary due to request volumes. Streamtime aims to respond to requests for Online Support:
  • 9.7.1 within 1 Business Day for high priority issues that prevent the Customer from accessing invoicing or billing features;
  • 9.7.2 within 1 Business Day for medium priority issues that prevent the Customer from raising jobs, viewing projects or using timesheets; and
  • 9.7.3 within 2 Business Days for all other issues.
• 9.8 Subject to payment of applicable Fees, Streamtime may provide Premium Support.
• 9.9 The following features apply to Premium Support:
  • 9.9.1 Customer-specific, tailored support and consulting, including advice on workflow, business, or project management within the Software;
  • 9.9.2 team training; and
  • 9.9.3 user onboarding and Account management.
• 9.10 Streamtime will provide a quote for Premium Support in response to email requests.
• 9.11 Streamtime neither warrants nor guarantees that all technical issues can be addressed in a particular timeframe or as required by the Customer in respect of Streamtime’s provision of Online Support or Premium Support.

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10. Software Updates and changes to the Software

• 10.1 Software Updates
  • 10.1.1 Streamtime may, from time to time, implement Software Updates to the Software free of charge. However, Streamtime is under no obligation to implement Software Updates to the Software.
  • 10.1.2 Streamtime will notify the Customer of any Software Updates by email, through alerts in the Software or on the Streamtime website.
• 10.2 Changes
  • 10.2.1 Streamtime has the right to modify, change or discontinue the Software at any time for any reason.
  • 10.2.2 Streamtime will provide written notice to the Customer prior to Streamtime modifying, changing or discontinuing the Software or any part of the Software in a manner that results in a material change to the Software or adversely affects the Customer.
  • 10.2.3 The Customer may terminate this Agreement by providing written notice to Streamtime within 30 days of receipt of the notice provided by Streamtime under clause
  • 10.2.2. In the event of termination under this clause, Streamtime will refund to the Customer a pro rata portion of any Fees paid by the Customer for the period of time after the effective date of termination.
  • 10.2.4 If the Customer does not provide notice to Streamtime that it is terminating this Agreement within the period specified in clause 10.2.3, the Customer is deemed to have accepted the changes to the Software and is not permitted to terminate this Agreement as a result of the change (other than in accordance with clauses 2.1 or 22).

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11. Warranties

• 11.1 Each party warrants to the other party that:‍
  • 11.1.1 where relevant, it is validly existing under the laws of the place of its incorporation; ‍
  • 11.1.2 it has the power, capacity and authority to enter into and observe its obligations under this Agreement;‍
  • 11.1.3 this Agreement and the obligations created hereunder are binding upon it and enforceable against it in accordance with their terms; and
  • 11.1.4 it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
• 11.2 Streamtime warrants that, for 90 days from the Effective Date, the Software will substantially conform to published specifications. The Customer’s sole remedy for breach of this warranty is repair or replacement of the Software by Streamtime.

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12. Intellectual Property Rights

• 12.1 All Intellectual Property Rights subsisting in, relating to or arising out of the Software are (as between the parties) owned by and vest in Streamtime on creation, including all Software Updates, updates, modifications, developments or enhancements made by or on behalf of either party to such Intellectual Property Rights.
• 12.2 Nothing in this Agreement transfers any right, title or interest in Streamtime’s (or its licensors’) Intellectual Property Rights in the Software (including all Software Updates, updates, modifications, developments or enhancements made by or on behalf of either party to such Intellectual Property Rights) to the Customer or any other person, except as expressly granted in this Agreement.
• 12.3 The Customer must promptly give notice in writing to Streamtime if it becomes aware of any unauthorised or suspected unauthorised disclosure to any third party of any of Streamtime’s Confidential Information or of any infringement or suspected infringement by any third party of any of Streamtime’s Intellectual Property Rights, and provide Streamtime with all information and assistance reasonably required by Streamtime in respect of such unauthorised disclosure or infringement.
• 12.4 If and to the extent that the Customer provides Streamtime with feedback or recommendations on any features or functions of the Software, Streamtime may freely use any such feedback or recommendations.

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13. Customer Data

• 13.1 The Customer owns all Intellectual Property Rights in the Customer Data. The Customer grants Streamtime a royalty-free, non-exclusive, revocable licence to host, copy, transmit, display and otherwise use the Customer Data during the Term for the sole purpose of providing the Software and performing Streamtime’s other obligations under this Agreement.
• 13.2 The Customer acknowledges that it is solely responsible for:
  • 13.2.1 ensuring Customer Data is accurate, complete and appropriate;
  • 13.2.2 all modifications to, or deletions of, the Customer Data;
  • 13.2.3 obtaining all necessary rights, consents, releases and permissions (including from Authorised Users) to provide all Customer Data to Streamtime and to grant the license to the Customer Data under clause 13.1;
  • 13.2.4 taking all necessary steps to secure, protect, backup and archive all of the Customer Data, including any encryption that may be required to prevent unauthorised access to the Customer Data; and
  • 13.2.5 ensuring that the Customer Data, and the use of the Customer Data by Streamtime in connection with the Software, complies with all applicable laws and does not violate the rights of any third party, including Intellectual Property Rights, publicity rights, confidentiality or trade secret rights, privacy rights or any other legal or equitable rights.
• 13.3 The Customer acknowledges and agrees that Streamtime:
  • 13.3.1 may use Customer Data on an anonymised and aggregated basis to provide the Software, maintain and improve the Software;
  • 13.3.2 may make Customer Data publicly available, provided that such Customer Data:
    • (a) does not contain personal information; and
    • (b) has been compiled in such a manner as to ensure that the underlying data is not able to be re-identified;
  • 13.3.3 may remove or delete any Customer Data from the Software if it deems such action to be reasonably necessary. Streamtime will not have any liability for any claim related to or resulting from the deletion of such Customer Data from the Software;
  • 13.3.4 may transfer Customer Data unencrypted during the technical processing and transmission of the Software, including Customer Data, and such transfer may involve:
    • (a) transmissions over various networks; and
    • (b) changes to conform and adapt to technical requirements of connecting networks or devices;
  • 13.3.5 may use third-party service providers to host the Software, and if such third party service providers cease to make their services or programs available to Streamtime, then Streamtime may cease providing any affected features without liability, compensation or refund to the Customer;
  • 13.3.6 may use third party products, facilities or services to provide the Software, and makes no warranty or representation in respect of the third-party products, facilities or services;
  • 13.3.7 does not guarantee that any file or program available for download and/or execution from or via the Software is free from viruses or other conditions which could damage or interfere with Customer’s or Authorised Users’ Customer Data, hardware or software; and
  • 13.3.8 will not be liable for any errors, omissions, delays or losses connected to or arising from any collation, conversion and analysis of the Customer Data performed as part of the Software.

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14. Usage Data

• 14.1 The Customer acknowledges and agrees that:
  • 14.1.1 Streamtime may monitor and record Usage Data in order for Streamtime to provide the Software and to generally maintain and improve the Software.
  • 14.1.2 Streamtime may make Usage Data publicly available, provided that such Usage Data:
    • (a) does not contain personal information; and
    • (b) has been compiled in such a manner as to ensure that the underlying data is not able to be re-identified.
  • 14.1.3 Streamtime, its licensors and suppliers own all Intellectual Property Rights, and all other rights, title and interest, in and to the Usage Data and all related software, technology, documentation and content provided in connection with the Usage Data.

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15. Disclaimer of Warranty

Except as explicitly provided in this Agreement, to the fullest extent permitted by law and subject to clause 16, Streamtime (and its licensors and suppliers) excludes all implied representations, warranties, terms and conditions of any kind whatsoever (whether implied by common law, statute or otherwise) and the application or availability of any statutory rights (including any implied representations, warranties, terms or conditions or any statutory guarantees that the Software is of satisfactory quality or fit for purpose) and none of Streamtime, its licensors or suppliers warrant that the operation or use of the Software will be uninterrupted or error or bug-free.

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16. Limitation of Liability

• 16.1 Neither party (nor its licensors or suppliers), will be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with this Agreement for any Consequential Loss, even if such party (or its licensors or suppliers) has been advised of the possibility of such loss or damage.  
• 16.2 Subject to clause 16.3 and to the maximum extent permitted by applicable law, the maximum aggregate liability of each party (or its licensors or suppliers) arising out of or related to this Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), breach of statute or otherwise, will not exceed the total amount paid by the Customer to Streamtime in the 12-month period prior to the event first giving rise to the claim.
• 16.3 The exclusions and limitations on a party’s liability under this Agreement, including in this clause 16, do not apply in respect of:
  • 16.3.1 the indemnities given in clause 17;
  • 16.3.2 the Customer’s obligation to pay the Fees; or
  • 16.3.3 any liability to the extent that the same may not be excluded or limited as a matter of applicable law.  
• 16.4 Nothing in this Agreement is intended to exclude, restrict or modify any consumer rights or any other legislation which may not be excluded, restricted or modified by agreement. If any other legislation implies a condition, warranty or term into this Agreement or provides statutory guarantees in connection with this Agreement, in respect of any goods or services supplied (if any), the liability of Streamtime and its licensors or suppliers for breach of such a condition, warranty, other term or guarantee is limited (at Streamtime’s or the relevant licensor’s or supplier’s election) to the extent it is able to do so to Streamtime or such licensor or supplier doing any one or more of the following:
  • 16.4.1 in the case of supply of goods:
    • (a) replacing the goods or supplying equivalent goods;
    • (b) repairing the goods;
    • (c) paying the cost of replacing the goods or of acquiring equivalent goods; or
    • (d) paying the cost of having the goods repaired; or
  • 16.4.2 in the case of supply of services:
    • (a) supplying the services again; or
    • (b) paying the cost of having the services supplied again.
• 16.5 Streamtime will not provide any refunds or reimbursements other than as stated in clause 16.4, including for change of mind.

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17. Indemnity

• 17.1 The Customer must indemnify and hold harmless Streamtime against all Loss sustained, incurred or suffered by Streamtime as a result of the Customer’s or its Authorised Users’ use of the Software other than as permitted under this Agreement, provided that:
  • 17.1.1 Streamtime provides the Customer prompt notice of the claim together with all relevant facts; and
  • 17.1.2 Streamtime provides such assistance in connection with the defence and settlement of the claim as the Customer may reasonably request.
• 17.2 Streamtime must indemnify and hold harmless the Customer against all Loss sustained, incurred or suffered by the Customer as a result of any claim, action or proceeding alleging that the provision or use of the Software in accordance with the terms and conditions of this Agreement infringes the Intellectual Property Rights of any third party, provided that:
  • 17.2.1 the Customer gives Streamtime prompt written notice of the claim, together with all relevant facts;
  • 17.2.2 Streamtime has full and complete control over the defence and settlement of the claim;
  • 17.2.3 the Customer provides such assistance in connection with the defence and settlement of the claim as Streamtime may reasonably request;
  • 17.2.4 the Customer complies with any settlement or court order made in connection with the claim, including in relation to the future use of any infringing material;
  • 17.2.5 Streamtime has the right to settle any claims in its sole and absolute discretion; and
  • 17.2.6 Streamtime will have no obligations under this clause 17.2 for any infringement to the extent that it arises out of or is based upon:
    • (a) any unauthorised combination, operation or other use of the Software if such infringement would have been avoided but for such combination, operation or use;
    • (b) use of the Software outside of the Scope of Use;
    • (c) use of the Software in breach of this Agreement;
    • (d) the Customer’s failure to comply with reasonable instructions, documentation or materials provided by Streamtime, if the alleged infringement would not have occurred but for such failure; or
    • (e) any modification of the Software not made by Streamtime where such infringement would not have occurred absent such modification.

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18. Confidentiality

• 18.1 Subject to the provisions of clauses 18.2 and 18.3, each party must:
  • 18.1.1 treat as strictly confidential and only use the other party’s Confidential Information solely for the purposes contemplated by this Agreement; and
  • 18.1.2 not, without the prior consent of the party from whom the Confidential Information was obtained (which may be withheld in that party’s absolute discretion), publish, use or otherwise disclose to any person the other party’s Confidential Information except for the purposes contemplated by this Agreement.
• 18.2 Each party may disclose Confidential Information which would otherwise be subject to clause 18.1 if, but only to the extent, it can demonstrate that:
  • 18.2.1 such disclosure is required by applicable law;
  • 18.2.2 the Confidential Information was lawfully in its possession before its disclosure by the other party and had not been obtained from the other party; or
  • 18.2.3 the Confidential Information was in, at the time of disclosure, or has come into the public domain other than as a result of a breach of this Agreement or any other obligation of confidence,
    provided that any such disclosure must not be made without prior consultation with that party form whom the Confidential Information was obtained (to the extent such consultation is not prohibited by applicable law) and in the case of disclosures under clause 18.2.1, must be made so as to minimise any such disclosure.
• 18.3 Each party may for the purposes contemplated by this Agreement disclose the other party’s Confidential Information to any of the following persons, provided that such persons have first been directed (Direction) by the disclosing party to keep it confidential: its officers and employees; and its professional advisers, auditors, bankers and insurers, acting as such. The disclosing party must enforce each Direction at its own cost.

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19. Privacy

Each party must comply with the requirements of the Privacy Legislation. The Customer must ensure that all Authorised Users comply with all requirements of the Privacy Legislation.

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20. Audit

• 20.1 During the Term, Streamtime may with reasonable prior written notice to the Customer, audit and inspect all records, procedures and systems of the Customer which relate to the use of the Software to verify the Customer’s compliance with this Agreement.
• 20.2 In relation to any audit or inspection conducted under clause 20.1:
  • 20.2.1 the Customer must fully cooperate with Streamtime; and
  • 20.2.2 Streamtime will conduct such audit or inspection not more than once annually, during Business Hours and in accordance with the reasonable security guidelines which may be applicable to the Customer’s premises and systems and use reasonable measures to ensure that it does not disrupt the Software and business practices of the Customer.
• 20.3 Each party is liable for its own costs of any audit or inspection conducted pursuant to clause 20.1, except where the Customer is found to have:
  • 20.3.1 breached any obligation under or in connection with this Agreement relating to the Scope of Use;
  • 20.3.2 any amount owing for unlicensed use exceed 10% of the Fees for that period; or
  • 20.3.3 materially breached any other obligations under or in connection with this Agreement;
    in which case the Customer must, within 20 Business Days of a request from Streamtime, reimburse Streamtime for its reasonable costs (including the costs of engaging at third party auditor) in connection with such audit or inspection.
• 20.4 If the results of any audit or inspection reveal any unlicensed used of the Software then promptly, and in any event within 14 days of the results of such audit, the Customer must:
  • 20.4.1 pay to Streamtime the applicable additional fees in respect of the Customer’s unlicensed use of the Software; and
  • 20.4.2 order sufficient licences for the Software.

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21. Suspension

• 21.1 Streamtime may suspend the Customer’s access to the Software if:
  • 21.1.1 Streamtime believes, in its sole discretion, that the Customer or any Authorised User has breached any of the provisions of this Agreement or otherwise failed to perform any of their respective obligations under this Agreement, including any payment obligations;
  • 21.1.2 the Customer’s or Authorised Users’ use of the Software:
    • (a) is fraudulent or may cause Streamtime to be subject to liability;
    • (b) breaches any applicable law; or
    • (c) otherwise poses a risk to the Software, Streamtime or any third party; or
  • 21.1.3 the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
• 21.2 If Streamtime suspends access to the Software, the Customer and the Authorised Users:
  • 21.2.1 will not be entitled to access the Software during the suspension; and
  • 21.2.2 will not be entitled to any other relief or remedies as a result of the suspension.

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22. Termination

• 22.1 Either party may terminate this Agreement immediately by written notice to the other party if:
  • 22.1.1 the other party is in material breach of this Agreement and has failed to remedy the breach within 10 days of receipt of written notice from the first party requiring it to do so; or
  • 22.1.2 the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
• 22.2 The Customer may terminate this Agreement immediately by written notice to Streamtime if the Customer is unable to access the Software for 10 days after notifying Streamtime in accordance with clause 9.

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23. Effect of termination

• 23.1 On termination or expiry of this Agreement:
  • 23.1.1 the licence granted under clause 4.1 will automatically cease;
  • 23.1.2 any amounts payable under this Agreement, including Fees for the use of the Software up until the date of termination, become immediately due and payable;
  • 23.1.3 the Customer must cease using the Software; and
  • 23.1.4 clauses 14, 15, 16, 22, 23, 25, 26.1 and any other terms which by their nature are intended to survive termination will continue to apply to the parties.
• 23.2 Termination or expiration of this Agreement for whatever reason does not affect the rights and obligations of the parties which have accrued due prior to the date of termination or expiration, including the right to claim damages as a result of a breach of this Agreement.

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24. Dispute

• 24.1 A party claiming that a dispute (Dispute) has arisen under or in connection with this Agreement must notify the other party in writing giving details of the dispute.
• 24.2 During the one (1) month period after a notice is given under clause 24.1 (or any longer period agreed in writing between the parties) the parties’ Managing Director (or equivalent) must work together in good faith to resolve the Dispute.
• 24.3 While the procedure set forth in this clause 24 is being followed, both parties must continue to fulfil their obligations under this Agreement.
• 24.4 The procedure set out in this clause 24 is not intended to limit or exclude a party’s rights under this Agreement or at common law or equity (including the right to make applications for interim relief, including injunctions).

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25. Special condition: Streamtime Classic Users

• 25.1 This clause 25 applies to Customers using Streamtime Classic.
• 25.2 Subject to the Customer’s compliance with the terms and conditions of this Agreement, the licence granted in clause 4.1 includes the right to install a copy of Streamtime Classic for each licence purchased in the Order.
• 25.3 The Customer is responsible for distributing licence keys to any Authorised Users.
• 25.4 The Customer must not, and must ensure that its Authorised Users do not, disclose the licence key to Streamtime Classic to any third party.
• 25.5 The Customer must cease using Streamtime Classic upon termination or expiry of the Term.
• 25.6 Support services and Software Updates are no longer provided for Streamtime Classic.
• 25.7 If the Customer’s Order includes hosting services, this clause 25.7 applies in addition to the other terms of this Agreement. Streamtime may use third parties to provide hosting services. Streamtime will notify the Customer of any third party terms that are applicable to such hosting services. The Customer must (and must ensure that its Authorised Users):
  • 25.7.1 comply with third party terms notified;
  • 25.7.2 maintain security of Account details; and
  • 25.7.3 accept responsibility for content posted on their Account.

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26. General

• 26.1 Assignment and subcontracting
  • 26.1.1 Subject to clauses 26.1.2 and 26.1.3, neither party may assign, novate, transfer, sub-contract or otherwise dispose of any or all of its rights and/or obligations under this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).
  • 26.1.2 Streamtime may assign, novate, transfer, or otherwise dispose of any or all of its rights and/or obligations under this Agreement:
    • (a) to a third party debt collection agency engaged for the purposes of collecting unpaid Fees;
    • (b) to a related entity of Streamtime; or
    • (c) a third party that has acquired a significant part of Streamtime’s business or assets,
      without the prior written consent of the Customer.
  • 26.1.3 Streamtime may enter into any sub-contract with any third party for the performance of its obligations under this Agreement without the prior written consent of the Customer. Any such sub-contract does not excuse Streamtime from performing its obligations under this Agreement.

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26.2 Entire Agreement

This Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.

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26.3 Rights cumulative and other matters

The rights, powers, privileges and remedies provided under any provision of this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided under any other provision of this Agreement or by applicable law or otherwise. No failure to exercise nor any delay in exercising by any party of any right, power, privilege or remedy under this Agreement will impair or operate as a waiver thereof in whole or in part.

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26.4 Invalidity

If any provision of this Agreement is held to be illegal, void, invalid or unenforceable under the applicable laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction is not affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction is not affected.

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26.5 Costs

Subject to any express provision in this Agreement to the contrary, each party must pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

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26.6 Counterparts

This Agreement may be executed in any number of counterparts, which together constitute one Agreement. Any party may enter into this Agreement by signing any such counterpart.

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26.7 Electronic execution

Each party consents to the execution and exchange of this Agreement by electronic means and the parties agree to be legally bound by this Agreement signed in this way. For this purpose, any party may provide the other party with the ability to sign this Agreement by electronic means, including by giving access to software or to an online service for this purpose.

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26.8 Notices

Any notice (which includes any other communication) required to be given under this Agreement or in connection with the matters contemplated by it must, except where otherwise specifically provided, be in writing in the English language. Any such notice must be addressed as per the parties’ details set out in the Order (as updated from time to time) and may be personally delivered or sent by courier or pre-paid post.

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26.9 Relationship of the parties

Each of the parties constitute, a relationship of employer and employee between the parties, a partnership between the parties or any party the agent of the other party for any purpose. Neither party has any right or authority to and must not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the other party in any way.

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26.10 Force majeure

A party will have no liability to the other party in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely circumstances beyond the control of the party, which will include acts of God, perils of the sea, air, fire, flood and drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; epidemic, pandemic or public health emergency and any resulting governmental action including work stoppages, mandatory business, service or workplace closures, full or partial lockdowns or affected areas, quarantines, border closures and travel restrictions; breakdown of equipment and labour disputes.

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26.11 Governing law and jurisdiction

This Agreement is governed by, and must be construed in accordance with the laws of the New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of the New South Wales, Australia.

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27. Definitions and interpretation

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27.1 In this Agreement the following abbreviations, words and phrases have the following meanings, unless the context requires otherwise:

Account means an Authorised User account issued by Streamtime (or a Customer’s Authorised User who has been granted administrative permissions by Streamtime) to a Customer’s Authorised User that will utilise unique log in credentials to provide Authorised Users with access to the Software in accordance with this Agreement.

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Agreement has the meaning given in clause 1.1.

Authorised User means any individual that is authorised by the Customer to access and use the Software and has been provided specific individual log-in credentials to access and use the Software.  

Business Day means a day other than a Saturday, Sunday or public holiday in the place where the services are provided.

Business Hours means 9:00am to 5:00pm on a Business Day in the following locations: London, United Kingdom, Sydney. Australia or in the Eastern Time Zone in the United States of America.  

Confidential Information means, in relation to a party, all information relating to that party, including all information concerning the business, products, services, systems, procedures and records (in whatever form, including in electronic format) of that party and its affiliates, and their relationships with their customers and suppliers. Confidential Information of Streamtime includes the terms and conditions of this Agreement and the Fees payable by the Customer.

Consequential Loss means any loss, not arising naturally, that is according to the usual course of things, from the relevant breach, act or omission, whether or not such loss may reasonably be supposed to have been in the contemplation of the parties, at the time they entered the agreement, as the probable result of the relevant breach and any (i) loss of profit, revenue, business, anticipated savings, use; (ii) loss or damage to reputation or goodwill; and (iii) loss or corruption of data.

Customer means the customer identified in the Order.

Customer Data means any data, information and other materials uploaded, entered, accessed, inputted by or on behalf of the Customer or otherwise received as an output through the Customer’s (or its end users) use of the Software.

Effective Date has the meaning given in clause 1.1.

Fees means the fees and charges payable by the Customer under or in connection with this Agreement including those fees and charges specified in the Order.

GST has the meaning assigned to that term in the A New Tax System (Goods and Services) Act 1999 (Cth).

Initial Term means the initial subscription period to the Software specified in the Order.

Intellectual Property Rights means patents, trade secrets, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights; inventions, known-how, secret formulae and processes, lists of customers and suppliers and other proprietary knowledge and information; internet domain names; rights protecting goodwill and reputation; database rights; and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world.

Loss includes claims, actions, proceedings, losses, damages, liabilities and costs (including legal expenses).

Online Support has the meaning given in clause 9.2.

Order means the order for the Software entered into between the Customer and Streamtime, setting out the Scope of Use applicable to the Software.

Premium Support has the meaning given in clause 9.9.

Privacy Legislation means the Privacy Act 1988 (Cth) and any applicable analogous legislation in any jurisdiction from time to time.

Renewal Term means any renewal of the Initial Term and any subsequent renewal of the Renewal Term in accordance with clause 2.1.

Scope of Use means a Customer’s authorised scope of use for the Software specified in the Order, which may include:
(a) number and type of users;
(b) number of licences, copies or instances.

Software means the Streamtime software licensed to the Customer under this Agreement, as specified in the Order.

Software Updates means any enhancement, modification, improvement, extension in performance, new release or version, upgrade or update to the Software.

Term means the Initial Term and any Renewal Term.

Usage Data means any data, information, or other materials regarding how the Customer (and its Authorised Users) uses the Software, including how the Customer (and its Authorised Users) uses Customer Data.

27.2 In this Agreement, unless the context requires otherwise:

• 27.2.1 any reference to a ‘person’ includes any individual, company, corporation, firm partnership, joint venture, association, organisation or trust (in each case, whether or not having separate legal personality) and references to any of the same includes a reference to the others;
• 27.2.2 references to any legislation, statute or statutory provisions includes a reference to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and any reference to a statutory provision includes any subordinate legislation made from time to time under that provision;
• 27.2.3 references to clause(s) are references to clause(s) of and to this Agreement;
• 27.2.4 any phrase introduced by the words ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression must be construed as illustrative only and must not be construed as limiting the generality of any preceding words;
• 27.2.5 references to the singular include the plural and to the masculine include the feminine, and in each case vice versa; and
• 27.2.6 a reference to ‘$’ or ‘dollars’ is a reference to Australian dollars.

27.3 The headings and sub headings in this Agreement are inserted for convenience only and do not affect the meaning of this Agreement.

27.4 Unless a payment or other act is required by this Agreement to be made or done on a day which is a Business Day, the payment or act must be made or done on the next following Business Day.