GENERAL TERMS OF BUSINESS

Removify Pty Ltd ACN 630 941 534 (Company) is engaged by the Client to provide the services according to the terms and conditions in the Agreement.

The terms and conditions of this Agreement will be deemed to be accepted by the Client when the Client makes an Initial Payment, provides an email notification, email signature, checks a tick box on an electronic form or otherwise indicates their acceptance of the Proposal. 

Definitions

The following definitions shall apply to the Agreement:

Agreement means:

  1. these General Terms of Business;
  2. the Service Terms;
  3. the Client Portal Terms of Access; and
  4. the Proposal;

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria;

Client Portal Terms of Access means the Client Portal Terms of Access for the Client Portal set out in Schedule 2;

Confidential Information means:

  1. the terms of this Agreement, including any Proposal and their respective subject matter, including Information submitted or disclosed by either party during negotiations, discussions and meetings relating to this Agreement;
  2. Information that at the time of disclosure by a Disclosing Party is identified to the Receiving Party as being confidential; and
  3. all other Information belonging or relating to a Disclosing Party that is not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement or which the Receiving Party knows, or ought reasonably to be expected to know, is confidential to that Disclosing Party; 

Controller means, in relation to a person:

  1. a receiver, receiver and manager, administrator or liquidator (whether provisional or otherwise) of that person or that person’s property; or
  2. anyone else who (whether or not as agent for the person) is in possession, or has control, of that person’s property to enforce an encumbrance;

Disclosing Party has the meaning given to the term in clause 13.1;

Fee means the fee for the Services, as specified in the Proposal;

Information means any information, whether oral, graphic, electronic, written or in any other form, including:

  1. forms, memoranda, letters, specifications, processes, procedures, statements, formulae, technology, inventions, trade secrets, research and development information, know-how, designs, plans, photographs, microfiche, business records, notes, accounting procedures or financial information, sales and marketing information, names and details of customers, suppliers and agents, employee details, reports, drawings and data;
  2. copies and extracts made of or from that information and data, whether translated from the original form, recompiled, partially copied, modified, updated or otherwise altered; and
  3. samples or specimens disclosed by either party;

Initial Payment means any payment made by the Client, including any Deposit, that commences the supply of Services, as outlined in the Proposal.

Insolvency Event means, in relation to a party, any one or more of the following events or circumstances:

  1. being in liquidation or provisional liquidation or under administration;
  2. having a Controller or analogous person appointed to it or to any of its property;
  3. being taken under section 459F(1) of the Corporations Act 2001 (Cth) to have failed to comply with a statutory demand;
  4. being unable to pay its debts or being otherwise insolvent;
  5. becoming an insolvent under administration, as defined in section 9 of the Corporations Act 2001 (Cth);
  6. entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; or
  7. any analogous event or circumstance under the laws of any jurisdiction, 

unless such event or circumstance occurs as part of a solvent reconstruction, amalgamation, compromise, arrangement, merger or consolidation and in the case of the Client is approved by the Company;

Location means where the Target Content can be accessed online, as outlined in the Proposal;

Minimum-term Agreement means a contract to provide the Services for a minimum term, as set out in the Proposal;

party means a party to this Agreement; 

Proposal means any document or correspondence issued by the Company to the Client specifying the Services, the Fees and other particulars;

Receiving Party has the meaning given to the term in clause 13.1;

Relevant Party means an employee, agent, director, officer, contractor, affiliate or associate of the Company;

Service Date means the date which the Company begins working on the Services for the Client, irrespective of the date the Proposal is accepted;

Services means the Amplify, Content Removal, Reputation Management and/or Watchdog Services outlined in the Proposal and Service Terms;

Service Terms means the Service Terms and Conditions set out in Schedule 1;

Client Portal means the client portal located at https://app.removify.com;

We/Us/Our/Company means Removify Pty Ltd ACN 630 941 534; and

You/Your/Client means the person or entity who engages the Company to provide the Services.

  1. Supply of services
    1. The Company shall supply the Services to the Client in accordance with the Agreement.
    2. The Client shall grant the Company exclusive access to provide the Services for the duration of this Agreement.
    3. Timeframes of Services are subject to change due to unforeseen events or circumstances beyond the Company’s control and any indication of timeframes for the delivery of Services are an estimate only.
    4. We shall not be liable for any delay or failure to perform our obligations under this Agreement if it is due to termination of access or change to conditions of a Service by the end supplier or the Client.
    5. The Company will take the steps it deems necessary and appropriate to perform the Services and achieve the outcomes set out in the Proposal. We have various means by which we will seek to achieve your desired outcomes, some of which may follow your suggestions and others that may use different strategies to achieve the outcome.
    6. The Company may, at its discretion, provide certain information about the particulars of methods, strategies or submissions made to third parties while supplying the Services, but is under no obligation to provide to the Client anything that the Company considers commercially confidential intellectual property.
    7. For the avoidance of doubt, the Company does not provide legal advice to the Client in the provision of the Services and the Client should obtain its own legal advice as required. 
  2. Each Proposal constitutes separate Agreement 
    1. The Client agrees that each Proposal, once accepted by the Client, is deemed to be a separate agreement and is deemed to incorporate these General Terms of Business and the applicable Service Terms, and once the Proposal is accepted, will be deemed to form an Agreement.
    2. The Client may request additional work of the same or a similar nature as that in the Agreement, which will be deemed to fall under the initial Proposal
    3. Where the Client requests work that is not of the same or similar nature, this will constitute a separate Proposal to be negotiated between the Parties.
    4. For the purposes of clause 2, work of a same or similar nature will be determined by the Company.
  3. Priority of Agreement

    Wherever there is any inconsistency between the provisions of this Agreement, the order of precedence of the interpretation will be as follows:

    1. the Proposal;
    2. the Service Terms; and
    3. these General Terms of Business

    and the document higher in the order will take precedence to the extent of any inconsistency.  

  4. Term
    1. This Agreement commences on the Service Date and continues until:
      1. the end of the Minimum-Term Agreement; 
      2. it is terminated under clause 8; or
      3. as documented in the Proposal.
    2. Monthly contracts will continue on a monthly basis without notice.
    3. Unless otherwise stated in the Proposal, a Minimum-Term Agreement will continue to operate on a month-by-month basis upon expiry of the initial Minimum Term, unless terminated in accordance with the Proposal, or clause 8 of these Terms.
  5. Your obligations
    1. You must:
      1. respond promptly to our communications in relation to the Services; and
      2. provide accurate, complete and current information or documentation reasonably required by us to perform the Services;
      3. provide the Company with all assistance and co-operation in the performance of this Agreement as reasonably required by the Company including providing the Company with:
        1. access to relevant personnel of the Client; and
        2. all Information, software, systems, online accounts and documentation as requested by, or as  otherwise necessary for, the Company,
        for the purposes of the Company performing its obligations under this Agreement.
    2. You indemnify and release us from and against any and all liabilities incurred by us in connection with:
      1. our use or reliance upon any images or trading names, or any data, Information, specifications, documentation or other materials provided by you;
      2. any delay or failure in Services as a result of your failure to comply with clause 3;
      3. our compliance with any directions or instructions by you in relation to the provision of the Services;
      4. any breach of this Agreement; or
      5. any damage to the reputation of the Company suffered as a consequence of a breach of this Agreement, except to the extent that the Company has contributed to the loss.
    3. Except to the extent that we expressly agree to do so as part of a Service, you are exclusively responsible for conducting backups of any of your data (whether hosted on our computer systems or provided to us in connection with the performance of the Services) at such intervals as are reasonable having regard to the nature of the data.
  6. Client acknowledgements
    1. The Company is not responsible for any failure to perform any of its obligations under this Agreement where, in the reasonable opinion of the Company, such failure is caused or contributed to by the Client. 
    2. The Client acknowledges that if the completion of the Services is delayed or is required to be altered as a result of the following:
      1. if the Company suspends the provision of the Services in accordance with its rights under this Agreement;
      2. if the Company is required to provide the Services in circumstances other than those expressly or reasonably anticipated in this Agreement or stated in the relevant Proposal;
      3. if there is a change in the timing or complexity of the Services; 
      4. any of the project assumptions or the scope relating to the provision of the Services set out in the Proposal is incorrect, subject to change or is altered, including during the course of the provision of the Services; or
      5. as a result of any act or omission by the Client, its agents, contractors or suppliers,
        then the Client acknowledges and agrees that:
      6. the dates for provision of the Services will be delayed or changed as the Company reasonably considers necessary; and
      7. the Company may need to increase the Fees relating to the provision of any amended or revised Services which are required as a result of any of the events listed in clauses (a) to clause (e) provided that the Client consents to the increase in Fees. 
  7. Fees and payment
    1. You agree to pay us the Fees set out in the Proposal in consideration for the Services.  
    2. Fees will be incurred as per the Fee Schedule defined in the Proposal, otherwise as outlined in the applicable Service Terms.
    3. Unless otherwise agreed in writing or as set out in the Service Terms, payment of the Fees must be made by credit card (Visa, Mastercard or Amex) or direct debit from your nominated bank account. No Services will commence until the first payment is made or direct debit scheduled.
    4. Unless otherwise instructed by you in writing, the Company will securely store your payment details from the deposit or first payment and use these to charge the balance of Fees for subsequent payments. 
    5. Without prejudice to the Company’s other rights and remedies under this Agreement, if any Fees are not paid by their due date, we reserve the right to immediately suspend the Services until payment is made.
    6. In the event of a failed direct debit payment, the Client agrees to allow to be debited from their account an administration fee of $9.90 including GST by the 3rd party debit provider engaged by the Company (including any interest charged on overdue amounts, calculated at the rate referred to in Section 2 of the Penalty Interest Rates Act 1983 (Vic).
    7. If we have taken action to recover overdue amounts from you, you are liable to pay any reasonable costs incurred by us in recovering the debt, including but not limited to any legal expenses and collection agency charges.
  8. Termination
    1. Either party can terminate an Agreement on the terms specified in the Proposal, or if none are specified, on 30 days’ written notice. 
    2. A non-defaulting party may terminate this Agreement immediately by notice in writing to the other party if the other party:
      1. commits a material breach of its obligations under the Agreement which cannot be remedied;
      2. commits a material breach of its obligations under the Agreement but fails to remedy that breach within 14 days of being required to do so in writing by the non-defaulting party; or
      3. is subject of an Insolvency Event.
    3. The Company can terminate this Agreement immediately if the Client does not pay the Fees by the due date.
    4. Upon termination of this Agreement, the Client must pay the Company any and all outstanding Fees within 7 days,  which will become due and payable and any invoice provided for work completed but not invoiced before termination.
  9. Warranties
    1. To the extent permissible by law, nothing in this Agreement shall constitute an express or implied warranty or guarantee by either the Company or a Relevant Party:
      1. concerning the results or success that may be obtained from the use of the Services;
      2. as to the accuracy, reliability or content of any information provided through the Services, or, for the avoidance of doubt, any information provided by us or a Relevant Party in any advice, report or communication to you or any other party;
      3. that the provision of the Services will result in an increased amount of traffic or users to your business as well as sales; or
      4. concerning any market conditions (whether favourable or not) that may be in existence at the commencement of the Service will continue.
    2. The Company warrants that it will use reasonable endeavours to provide the Services to a professional standard in accordance with accepted industry practice, using due skill and care and otherwise in accordance with this Agreement and any applicable laws.
    3. You acknowledge that our Services may require us to use, interface with or input information into third party systems (including companies such as Google and Facebook) (“Third Party Platforms”).
    4. We will not be liable for:
      1. the extent that the Third Party Platform is unable to provide its services to you or us;
      2. any changes in a Third Party Platform’s algorithms; and
      3. technical faults or crashes of a Third Party Platform.
    5. If you are not the Client, you warrant that you have the power and authority to enter into this Agreement on behalf of the Client and will indemnify us for any breach of the Agreement by the Client.
    6. We do not warrant that the Services will be uninterrupted, timely, secure or error free, or that they will be free from hackers, virus, denial of service attack or other persons having unauthorised access to our services or those of our suppliers.
    7. To the extent permitted by law, neither the Company nor any Relevant Party make any warranties relating to the subject matter of this Agreement, including warranties of merchantability or fitness for a particular purpose, or non-infringement for the Services.
    8. All terms and warranties which might otherwise be implied by any legislation, the common law, equity, trade, custom or usage or otherwise into the Agreement, are expressly excluded to the maximum extent permitted by law.
    9. If any goods or services supplied pursuant to this Agreement are supplied to you as a ‘consumer’ of goods or services within the meaning of that term in the Australian Consumer Law as amended or relevant state legislation (“the Acts”), you will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which is so conferred by the Acts.
    10. However, if the goods or services are not ordinarily acquired for personal, domestic or household use or consumption, we limit our liability to:
      1. in relation to goods – the replacement of the goods or the supply of equivalent goods or payment of the cost of replacing the goods or acquiring equivalent goods, or the repair of the goods or payment of the cost of having the goods  repaired; or
      2. in relation to services – the supplying of the services again, or the payment of the cost of having the services supplied again as in each case we may elect.
  10.  
  11. Refund Policy
    1. Given the nature of the Company’s services, the Company does not generally offer refunds or credits for services rendered unless required by the Acts.
    2. The Company is under no obligation to issue refunds for change of mind decisions.
    3. A Client who has entered a Pay-Per-Removal Agreement will only be charged for Successful Removals. If no reviews are removed within the guarantee period, the deposit will be refunded in full within 7 days.
    4. The Company will assess refund or credit requests on their merits, bearing in mind the allocation of resources, time, and technologies on the part of the Company in providing the Services. Any refunds will be applied to the original payment method unless alternative arrangements are agreed by the Company.
    5. Refunds may be granted, at the Company’s sole discretion, in circumstances where the Services:
      1. have an undisclosed problem that would have stopped a Client from purchasing the Services if the Client had been aware of the issue;
      2. are substantially unfit for its common purpose, and can’t be fixed within a reasonable time;
      3. do not meet the Service Terms applicable to the Service at the time of the Proposal, and cannot be easily rectified within a reasonable time; or
      4. create an unsafe situation as determined by the Company.
    6. The Client acknowledges and agrees that the Company is under no obligation to provide a refund or credit in the following situations:
      1. if the Client changes their mind about engaging the Services;
      2. for Content Removal, if Target Content (as defined in the Service Terms) is removed within the term of the Agreement (irrespective of cause);
      3. for periods of delay caused by the Client;
      4. for minor technical issues; or
      5. if the Client chooses to engage similar or related Services from third parties, or from their own actions, that materially impact the Services for which the Company has been engaged.
  12. Liability and Indemnity
    1. You will indemnify and release the Company and all the Relevant Parties from and against any and all claims, damages, losses, liabilities, expenses (including but not limited to reasonable legal fees) relating to:
      1. anything (including damage, injury and death) caused or contributed to by the act, omission, negligence or default of the Client or the Client’s employees, contractors or agents;
      2. breach by the Client of any provision of this Agreement; and
      3. infringement or alleged infringement of any intellectual property by the Client or any third party arising out of the provision of the Services.
    2. To the maximum extent permitted by applicable law, the Company is not liable for:
      1. faults or defects in any services provided by third parties in connection with this Agreement;
      2. any indirect, special or consequential loss or damage, any loss of profit, revenue or business opportunities, loss of or damage to data or loss of goodwill arising out of or in connection with the Agreement; and
      3. any claim made six months or more after the circumstances giving rise to the claim first became known by the claimant or could, with reasonable diligence, have become known by the claimant.
    3. The Company’s aggregate liability for any loss or damage in connection with the provision of the Services, which is not excluded or limited under this clause, is limited to the charges paid by you in respect of the Services for the preceding 12 months to any such claim.
  13. GST
    1. In this clause 12:
      1. the expressions Consideration, GST, Input Tax Credit, Recipient, Supply, Tax Invoice and Taxable Supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act); and
      2. Supplier means any Party treated by the GST Act as making a Supply under this Agreement. 
    2. Unless otherwise expressly stated, all prices or other sums payable or Consideration to be provided under or in accordance with this Agreement are exclusive of GST.
    3. If GST is imposed on any Supply made under or in accordance with this Agreement, the Recipient of the Taxable Supply must pay to the Supplier an additional amount equal to the GST payable on or for the Taxable Supply, subject to the Recipient receiving a valid Tax Invoice in respect of the Supply at or before the time of payment.
    4. Payment of the additional amount must be made at the same time and in the same way as payment for the Taxable Supply is required to be made in accordance with this Agreement.
  14. Confidentiality
    1. Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party.  Subject to clause 13.2, the Receiving Party must:
      1. keep the Disclosing Party’s Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
      2. take all reasonable steps to secure and keep secure all Disclosing Party’s Confidential Information coming into its possession or control; 
      3. not use the Disclosing Party’s Confidential Information for any purpose except in relation to the performance by the Receiving Party of its obligations under this Agreement; 
      4. not disclose the Disclosing Party’s Confidential Information to third parties or to such of the Receiving Party’s employees or consultants, except as it necessary for the Receiving Party to perform its obligations under this Agreement; and 
      5. not memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party’s Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement.
    2. The obligations of confidentiality under clause 13.1 do not apply to any information that:
      1. is generally available to the public (other than by reason of a breach of this Agreement); 
      2. is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure;
      3. is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality;
      4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or
      5. is required to be disclosed by any applicable Law.
    3. Nothing in this Agreement will prevent a party from using in any way it sees fit and disclosing to its other customers, clients and suppliers any generic knowledge, skills and expertise retained in the memories of its employees, and any programming tools, problem-solving methodologies and associated checklists, templates or forms developed in performance of the Services which may have general application in the fields of information technology and business management.  It is however understood that the foregoing shall in no circumstances extend to use or disclosure of Confidential Information of the other party.
    4. The Company will store all Confidential Information provided to the Company by or on behalf of the Client for no longer than the period concluding 60 days after the expiration or termination of this Agreement. This clause does not apply to electronic communications between the Company and the Client, which may be securely stored but may not be destroyed upon the conclusion of this Agreement.
  15. Force majeure

    Neither party will be liable to the other for any delay or failure to perform its obligations under this Agreement as a result of a cause beyond its reasonable control (Force Majeure).  If the Force Majeure continues for a period of more than 30 Business Days, the party not affected by the Force Majeure may terminate this Agreement by written notice to the affected party.

  16. Non-disparagement
    1. The parties covenant that they will not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other party’s reputation or good name (prejudicial information).
    2. The parties agree to immediately remove any prejudicial information (including information posted online) immediately upon written request of the other party.
    3. The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and the Company would not have entered into this Agreement without the inclusion of this provision.
    4. The parties acknowledge and agree that a breach of this clause is a material breach of this Agreement and damages may be inadequate compensation for such a breach of this provision. Subject to the court’s discretion, the non-breaching party may restrain, by an injunction or similar remedy, any conduct or threatened conduct.
  17. Non-solicitation

    In consideration of the Company agreeing to provide the Services to the client, the Client agrees and warrants to the Company that it and its related parties shall not knowingly seek to solicit nor engage any Company staff either as an employee or contractor at any time during the term of this Agreement or within 12 months of the expiration or termination of this Agreement.

  18. Intellectual Property
    1. You are solely responsible for ensuring that you have all appropriate rights and licenses to any material and Information provided to the Company (“Content”) that you supply, including but not limited to video, images and text. You agree to indemnify us against any claims arising out of or relating to your Content.
    2. We reserve the right, in our sole discretion, to refuse to use any Content we believe is objectionable or which we believe may infringe upon the Intellectual Property Rights (“IPR”) of others or would be in breach of our policies.
    3. You expressly grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use (and where necessary, cache) your Content.
    4. You represent and warrant that:
      1. you have full rights to use, broadcast and distribute the Content and documentary substantiation for all the claims made therein;
      2. your Content is truthful and not misrepresentative or misleading and does not plagiarise, libel, defame or harm any party;
      3. your use of the Services will not invade the rights of privacy of any third party or otherwise infringe upon or violate the rights or property interests of any third party; and
      4. you will not use the Service except as permitted by the Agreement.
    5. Any Services delivered by us are without any representation or warranty as to your ability to obtain trade mark, copyright, or similar protections in any jurisdiction throughout the world. We expressly limit liability:
      1. to you or any third party for any infringement of intellectual property or proprietary rights; and
      2. that we will be responsible for, or provide any advice or guidance in respect of, any potential IPR issues which may arise from your use of the Services (including without limitation the use of Content in your campaign).
    6. Your access to, and continued use of, the Service is contingent upon, and at all times subject to, payment of the Fees. Except as otherwise expressly stated in this Agreement, no other rights, titles or interests in the Services are granted to you.
    7. After the expiry of the Agreement, all IPR in the materials produced by us in connection with the Services will be retained by the Company.
  19. General
    1. The Client cannot assign its rights or obligations under this Agreement without the written consent of the Company which consent will not be unreasonably withheld.
    2. The Company may novate or assign this Agreement to any of our related bodies corporate or a successor in connection with any corporate reorganisation, merger, acquisition, or sale of our business or assets without the Client’s consent.
    3. The Agreement constitutes the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements and understandings, whether verbal or in writing.
    4. The Agreement may only be amended by mutual agreement of the parties (or their authorised representatives) in writing.
    5. The Agreement is to be interpreted in accordance with the laws of the State of Victoria, Australia.
    6. Our failure to act with respect to a breach by You does not waive our right to act with respect to subsequent or similar breaches.
    7. If any provision of the Agreement is held to be invalid under the law, the validity of the whole Agreement shall not be affected. Any remaining provisions will remain in full force and effect.
    8. This Agreement may be executed in any number of counterparts (including by electronic means) and all of those counterparts taken together constitute one and the same instrument.

Schedule 1

SERVICE TERMS AND CONDITIONS

  1. AMPLIFY TERMS

    These Terms apply to Clients who enter into an agreement with the Company for the provision of the Company’s Amplify services, as defined by these Terms.

    These Terms apply in addition to the Company’s General Terms of Business. Definitions used in the General Terms of Business are adopted herein.

    1. Definitions

      Amplify refers to the Company’s proprietary feedback, review and content generation and management services identified in the Proposal provided by the Company, and otherwise described by these terms.

      Target Recipient(s) refer to the individual(s) and/or business(es) identified and mutually agreed between the Client and the Company as being targets or possible targets for the Amplify service.

    2. Terms of Service (Amplify) Terms of Service – Supply of Services
      1. The Company agrees to provide the Client with the Services in order to facilitate improved review generation through the Amplify platform, as outlined in the Proposal.
      2. The Company will commence onboarding the Amplify services within 1 Business Day of the first payment being received from the Client.  Prior to commencing the Amplify services, The Company will request necessary information from the Client regarding Target Recipients, and will not supply any Services until this information is provided by the Client or unless otherwise agreed.
      3. The Company agrees that the contact information for Target Recipients remains the confidential property of the Client and will be used solely for the purposes of providing the Amplify services to the Client.
      4. In the event Amplify services are delayed as a result of insufficient or unreasonably slow communication from the Client, the Company is under no obligation to alter the existing payment terms or Agreed Payment Schedule, but may do so at its discretion.
      5. At the time of making the first payment, and periodically throughout the term of the Agreement, the Client will be required to provide the Company with a contact list of Target Recipients. 
      6. Unless otherwise agreed, the Company will endeavour to perform a minimum of one, and a maximum of two instances of Amplify per calendar month per campaign per location. The instances of Amplify per month may be decreased as a result of default or delays on the part of the Client.
      7. The Client understands that any requests to remove content are also subject to the Company’s Content Removal Terms.
    3. 1.3 Terms of Service (Amplify) – Client acknowledgements
      1. The Client shall pay for the Amplify services at such rate and at such times as agreed in the Proposal provided by the Company (“Agreed Payment Schedule”). 
      2. The Client agrees to a monthly payment schedule commencing on the date of the first payment, in the absence of a Proposal stating otherwise. 
      3. The Client agrees that the first payment period covers the onboarding process and up to one sending of communication to the Target Recipients, provided the Client is able to provide all necessary and requested information in a timely manner within that payment period.
      4. The Client acknowledges and agrees that the Company will periodically request and require information and materials from the Client in order to perform the Amplify services, and these are necessary for the effective supply of the Services.
      5. The Client warrants that it is authorised to share relevant third party personal and contact information regarding the Target Recipients with the Company, and authorises the Company to create communications on the Client’s behalf utilising that information. The Client further agrees that it has sought and received permission from the Target Recipients for receiving communication from, and on behalf of, the Client.
      6. The Client acknowledges that they are solely responsible for delays caused by any failure, omission or default on the part of the Client in responding to or effectively communicating the requested Information and materials, and that the Agreed Payment Schedule must at all times be maintained.
      7. The Client agrees to indemnify and hold the Company harmless for any actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis) that may be brought by any third party against the Company in connection with the provision of the Amplify services to the Client. 
      8. The Client acknowledges that the Company is not responsible for the quantity, nature or interception of the content that is generated by, as a result of, or in connection with the Amplify services. The Company does not warrant or guarantee the successful generation or prevention of positive or negative content. The Client acknowledges that conversion rates for the Amplify services may vary and this is out of the control of the Company.
      9. Amplify campaigns run for the calendar month unless otherwise agreed between the parties.
      10. If no Minimum-term Agreement is in effect, the Client may cancel the Amplify Service by giving 30 calendar days’ written notice   (“Cancellation Period”). If the Client has a scheduled payment during the Cancellation Period, the payment for that month will be due according to the Agreed Payment Schedule. In the event of cancellation, the Client may elect to utilise the Amplify service for up to 30 days following the last payment made.
      11. The Client agrees to not use the Amplify service in any way that breaches any provision of the Australian Consumer Law, the act of which will constitute a material breach of this Agreement.
  2. CONTENT REMOVAL TERMS

    These Terms apply to Clients who enter into an agreement with the Company for the provision of the Company’s Content Removal services, as defined by these Terms.

    These Terms provide for the supply of both ‘Pay-per-removal’ Services and for ‘Removal Retainer’ Services, as outlined below.

    These Terms apply in addition to the Company’s General Terms of Business. Definitions used in the General Terms of Business are adopted herein.

    1. Definitions

      Attempts means any single piece of Target Content made available to the Company, to be targeted for removal from the platform.

      Content Removal refers to the Company’s proprietary online content removal services identified in the Proposal provided by the Company, and otherwise described by these Terms.

      Target Content refers to the online content, reviews, articles, search engine results, sounds or videos, identified and mutually agreed between the Client and the Company as being targets or possible targets for the Content Removal service.

      Nominated Publisher(s) refers to the specifically identified website that hosts and/or displays the Target Content on the internet. For de-indexing services, this means the removal from being displayed by the search engine (eg Google) but not necessarily the publishing website itself. 

      Successful Removal refers to, subject to the specific terms of the Proposal, the removal of the Target Content from the associated publishing platform with regard to, and only to, the nominated instance of this Target Content. Removal is defined by, but not limited to, deletion, restriction, blocking, or any other access-restriction to the content, as determined by the Company.

      Submission refers to an instance of correspondence between The Company and the Nominated Publisher.

    PAY-PER-REMOVAL

    2.2A      Terms of Service (Content Removal – PPR) – Supply of Services

    2.2A(1) – Fees

    1. Subject to the terms of the Proposal, the Company agrees to provide, and the Client agrees to pay the Fees for, the Content Removal services pursuant to these Terms and the Company’s General Terms of Business.
    2. The Company may require a deposit to be paid before commencing Content Removal services and will not proceed with supplying the Services until any outstanding balance is resolved. 
    3. The Company agrees to notify the Client of successful removals before charging the balance of the Fees, which will be charged through the agreed-upon payment method on file. 
    4. The Company agrees that deposits may be refunded in the case that it cannot remove any Target Content within the agreed upon term. In absence of agreement otherwise, the term will be sixty (60) days from the date of payment of the deposit. In all other instances, refund requests will be managed in accordance with the Company’s Refund Policy as set out in the General Terms of Business. 
    5. For the purposes of clause 2.2A(1)(a), the Client waives all rights to lay claim to have been the party responsible for removing the content. This includes, but is not limited to, contacting the author to have it removed, engaging third party companies to conduct similar work, or engaging legal representation to contact the author or publishing platform.

    2.2A(2) – Strategies

    1. The Company will implement its own strategies with supplying Content Removal Services, which may or may not utilize any external information provided by the Client.
    2.  The Company is under no obligation, at any point before, during or after the supply of Services, to take instructions, directions or follow strategies laid out by the Client, however may take these into consideration at its full discretion.
    3.  The Company does not guarantee that any particular piece of Target Content will be permanently removed, either partially or in full
    4. The Company will not directly contact the author(s) of Target Content, unless given written authorisation to do so by the Client. The Company warrants that the Content Removal services are primarily focused on communicating with the Nominated Publisher(s) regarding the removal of the content. 

    2.2A(3) – Refunds & Guarantees

    1. The Company will not issue refunds on deposits or payments made where Services have been rendered, or are in the process of being rendered. The Company may offer credits or discounts at its sole discretion, but is under no obligation to refund monies except as required by the Australian Consumer Law.
    2. The Company may, at its sole discretion, offer the Client a discounted rate for the Content Removal services as part of a package including other Services (such as Amplify or Watchdog). The Company may adjust, vary, or revoke any discount in the event some or all other Services are cancelled. Any discounts offered for other Services as part of a package that includes the Content Removal services, may be adjusted or revoked by the Company at their sole discretion at the time of any cancellation.
    3. Where the negative content is re-reposted on the publishing platform by one or more users, the Company has discretion to attempt to remove it again at no cost or a discounted rate, but is under no obligation to do so.
    4. If a Client has a total of 50 pieces of content or less, they agree to provide Removify with access to work on the identified content for a minimum of 3 months, following which they may terminate the project in accordance with the Proposal or the conditions set out in Clause 8. 
    5. If a Client has a total of more than 50 pieces of content, they agree to provide Removify with access to work on the identified content for a minimum of 6 months, following which they may terminate the project in accordance with the Proposal or the conditions set out in Clause 8. 
    6. For the purposes of Sub-Clauses 2.2A(3)(l)-(m), any ongoing submissions still in progress when the project is terminated that are removed after termination date will still incur the due fees established in the Fee Schedule. 

    REMOVAL RETAINER

    2.2B      Terms of Service (Content Removal – Removal Retainers) – Supply of Services

    2.2B(1) – Fees

    1. Subject to the terms of the Proposal, the Company agrees to provide, and the Client agrees to pay the Fees for, the Removal Retainer services pursuant to these Terms and the Company’s General Terms of Business.
    2. The Company requires an Initial Payment to be paid before commencing Removal Retainer services and will not proceed with supplying the Services until any outstanding balance is resolved. 

    2.2B(2) – Strategies

    1. The Company will provide the Client with regular, scheduled updates on removals in the form of periodic progress reports regarding the project.
    2. The Company will implement its own strategies with supplying Removal Retainers Services, which may or may not utilize any external information provided by the Client.
    3. The Company is under no obligation, at any point before, during or after the supply of Services, to take instructions, directions or follow strategies laid out by the Client, however may take these into consideration at its full discretion.
    4. In supplying Removal Retainer services, the Company may require the Client to authorise one or more of the Company’s own accounts for the purposes of communicating with publishing platforms.

    2.2B(3) – Refunds & Guarantees

    1. The Company will not directly contact the author(s) of Target Content, unless given written authorisation to do so by the Client. The Company warrants that the Removal Retainer services are primarily focused on communicating with the Nominated Publisher(s) regarding the removal of the content.
    2. The Company may, at its sole discretion, offer the Client a discounted rate for the Content Removal services as part of a package including other Services (such as Amplify or Watchdog). The Company may adjust, vary, or revoke any discount in the event some or all other Services are cancelled. Any discounts offered for other Services as part of a package that includes the Content Removal services, may be adjusted or revoked by the Company at their sole discretion at the time of any cancellation.
    3. If a Client has signed a Minimum-term Agreement, they must perform the full term of that Agreement. If they wish to cancel their agreement before the Minimum-term is complete, they are liable for the total cost of the remainder of the agreement, unless otherwise expressly agreed to in the Proposal.

    CLIENT ACKNOWLEDGEMENTS FOR BOTH PAY-PER-REMOVAL AND REMOVAL RETAINERS

    2.3      Terms of Service (Content Removal) – Client acknowledgements

    2.3A(1) – Removals & Fees

    1. The Client agrees and affirms that any Successful Removal during the agreed upon period will be deemed to have been done by the Company, and that the Fees for the removed Target Content will be due in full.
    2. For the purposes of clause 2.3A(1)(a), the Client waives all rights to lay claim to have been the party responsible for removing the content. This includes, but is not limited to, contacting the author to have it removed, engaging third party companies to conduct similar work, or engaging legal representation to contact the author or publishing platform.
    3. For the purposes of clause 2.3A(1), the Client acknowledges that termination of the Agreement will forfeit any existing holding deposit paid to the Company in line with the Proposal.
    4. The Client agrees that the Content Removal services provided by the Company only include the attempted removal of the Target Content from the Nominated Publisher(s). The Client is only liable for payment of Target Content that has been removed in line with this Agreement.

    2.3A(2) – Strategies

    1. The Client authorises the Company, where applicable, to communicate on its behalf with the Nominated Publishers responsible for displaying the Target Content.

    2.3A(3) – Refunds & Guarantees

    1. The Client agrees that the Company is not responsible if the Target Content specified in the agreement is re-posted to the publishing site, or uploaded to other websites, hosts or publishers (within or outside of the agreed upon term) which were not specified in the Agreement.
    2. The Client acknowledges and agrees that the Company may request and require information and materials from the Client in order to perform the Content Removal services. In the event Content Removal services are delayed as a result of insufficient or unreasonably slow communication from the Client, the guaranteed term for content removal may be reasonably increased by the length of this delay.
    3. The Client understands the Company does not, and can not, prevent or block users from posting content on publishing platforms, and does not guarantee that users will not re-post content that was previously removed by the Company.
    4. The Client acknowledges that the Company makes no guarantees that the Target Content will be removed, either partially or in full. 
    5. If the Client wishes to terminate the Content Removal services before expiry of the agreed upon term, no refunds will be given for payments or deposits made at that time. The Client acknowledges and agrees that the Company may have already made irreversible submissions for the removal of some or all of the Target Content, for which the Client will still be liable to pay the outstanding balance if successfully removed.
    6. The Client acknowledges that from time to time the Nominated Publisher may notify the original author of the content as a result of the Content Removal, and the Company has no control over this.
    7. The Client agrees that the Company is not responsible if the Target Content is edited by the author or publisher and re-posted as a new instance after it was removed in its original form.

    2.3A(4) – Authorisation & Defaults

    1. The Client agrees that where the services are supplied as part of a Removal Retainer, the Company will be authorised to commence work on newly generated negative content on the relevant publishing platforms.
    2. The Client acknowledges that the Company will not be obligated to perform more Attempts on Target Content than is outlined in the Proposal.
    3. Where the Client defaults on any agreed upon payment, as outlined in the Proposal, the Company may elect to perform no further supply of the Services until the outstanding balance is resolved.
    4. The Client acknowledges that in the case of non-payment, the Company reserves the right to attempt to reinstate the original Target Content on the relevant Publishing Platform.
    5. Where the Client defaults on payment, the Company may immediately stop supplying Services until the dispute is resolved and is under no obligation to continue to supply Services where the Client has an outstanding balance.
  3. WATCHDOG TERMS

    These Terms apply to Clients who enter into an agreement with the Company for the provision of the Company’s Watchdog services, as defined by these Terms. The Watchdog services may also be referred to in marketing materials and the Proposal as Reputation Insurance, Membership, or Review Monitoring.

    These Terms apply in addition to the Company’s General Terms of Business. Definitions used in the General Terms of Business are adopted herein.

    1. Definitions

      Watchdog refers to the Company’s proprietary content monitoring and notification services identified in the Proposal provided by the Company, and otherwise described by these terms.

      Monitored Platform refers to the online platforms identified and mutually agreed between the Client and the Company as being targets or possible targets for targeting by the Watchdog service.

    2. Terms of Service (Watchdog)

      1. Subject to the terms of the Proposal, the Company agrees to provide, and the Client agrees to pay the Fees for, the Watchdog services pursuant to these Terms and the Company’s General Terms of Business. 
      2. The Client shall pay for the Watchdog services at such rate and at such times as agreed in the Proposal provided by the Company (“Agreed Payment Schedule”). In the absence of agreement otherwise, the Client agrees to a monthly payment schedule beginning from the date of the first payment. Watchdog campaigns run for the calendar month unless otherwise agreed between the parties.
      3. The Company will begin providing the Watchdog services within 2 Business Days of the first payment being received from the Client.
      4. The Watchdog service fee may be capped at an amount agreed upon in the Proposal provided by the Company. If the agreed upon cap is reached, subsequent Successful Removals by the Company will be free of charge to the Client. 
      5. The Client acknowledges and agrees that the Company may request and require Information and materials from the Client in order to perform the Watchdog services. The Client acknowledges that they are solely responsible for delays caused by any failure, omission or default on the part of the Client in responding to or effectively communicating the requested Information and materials, and that the Agreed Payment Schedule must at all times be maintained.
      6. In the event Watchdog services are delayed as a result of insufficient or unreasonably slow communication from the Client, the Company will not be obliged to provide the services, nor adjust the payment terms or Agreed Payment Schedule to accommodate these delays.
      7. The Company will use its reasonable endeavours to monitor the Monitored Platforms registered under the Watchdog services. Notwithstanding this, the Company makes no warranties regarding the likelihood of success of Watchdog for monitoring content or regarding the tracking of all content. The Client acknowledges that given the complexity of the monitoring technology, it is possible that the technology of the Monitored Platforms may limit the effectiveness of the Watchdog services. 
      8. If a Client has signed a Minimum-Term Agreement for our Watchdog Services, they must perform the full term of that Agreement. If they wish to cancel their agreement before the Minimum-term is complete, they are liable for the total cost of the remainder of the agreement, unless otherwise expressly agreed to in the Proposal. 

Schedule 2

CLIENT PORTAL TERMS OF ACCESS

  1. GENERAL

    These Terms of Access (the “Terms”) govern your (the “User/you”) access to and use of the Company’s website at https://app.removify.com (“Client Portal”). By accessing and using the Client Portal, the User is agreeing to comply with these Terms.

    These Terms apply in addition to the Company’s General Terms of Business. Definitions used in the General Terms of Business are adopted herein.

  2. USE OF CLIENT PORTAL
    1. Eligibility
      1. To access or use the Client Portal, the User must be at least 18 years of age. The Client Portal is for the User’s personal, non-commercial use unless you enter into a separate agreement with the Company in relation to the Services. 
      2. In order for the User to create an account to access the Client Portal, we require that the User provide your first name, last name, company information (if applicable) and email address. The email you use must be one where we can reach you.  In the event we cannot correspond with you via this email address, your account may be disabled at the Company’s sole discretion.
      3. The User is responsible for maintaining the confidentiality of the username and password the User designates during the registration process. The User is solely responsible for all activities that occur under the User’s username and password. 
      4. The User agrees to immediately notify the Company of any disclosure or unauthorised use of the User’s username or password or any other breach of security.
    2. Online ordering

      1. The User agrees to accept full responsibility for all your activities on the Client Portal and associated website and applications (including for online ordering).  The User also acknowledges you are fully responsible for the activities of any individual who accesses our Client Portal and associated website or applications (including for online ordering) using an electronic device which remains logged in to, or associated with, your registered account.
      2. If you place an order for Services online, we may send you an email confirming the details of your order. You acknowledge that all orders using the Client Portal are treated as an express intention to purchase the nominated Services for the agreed Fee.
      3. You indemnify us against all claims, losses, judgments, liability and damage relating to User errors in connection with the online ordering system accessed through the Client Portal. 
  3. RESTRICTIONS ON USE 

    In accessing and using the Client Portal, the User must not: 

    1. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Client Portal; 
    2. make any modification, adaptation, improvement, enhancement, translation or derivative work from the Client Portal; 
    3. violate any applicable laws, rules or regulations in connection with the User’s access or use of the Client Portal; 
    4. remove, alter or obscure any proprietary notice (including any notice of copyright or trade mark) of the Company or its affiliates, partners, suppliers or the licensors of the Client Portal; 
    5. use the Client Portal for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended; 
    6. make the Client Portal available over a network or other environment permitting access or use by multiple devices or users at the same time; 
    7. use the Client Portal for creating a product or assisting other parties with creating, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by the Company; 
    8. use the Client Portal to send automated queries to any website or to send any unsolicited commercial e-mail; or 
    9. use any proprietary information or interfaces of the Company or other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any software portals, accessories or devices. 
  4. DISCLAIMER 
    1. The User acknowledges that the User’s access to and use of the Client Portal is at the User’s sole discretion and risk. 
    2. To the maximum extent permitted by law, the Company hereby disclaims any representation, warranty or guarantee regarding the Client Portal, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guarantee regarding the availability, quality, reliability, features, appropriateness, accuracy or completeness of Client Portal.
  5. INTELLECTUAL PROPERTY RIGHTS
    1. Rights to Client Portal
      1. The User acknowledges and agrees that the Client Portal and all copyrights, patents, trade marks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of the Company. 
      2. The User acknowledges and agrees that the source and object code of the Client Portal and the format, directories, queries, algorithms, structure and organisation of the Client Portal are the intellectual property and proprietary and confidential information of the Company and its affiliates, licensors and suppliers. 
      3. Except as expressly stated in this Agreement, the User is not granted any intellectual property rights in or to the Client Portal by implication, estoppel or other legal theory, and all rights in and to the Client Portal not expressly granted in this Agreement are hereby reserved and retained by the Company. 
    2. Third Party Software

      1. The Client Portal may utilise or include third party software that is subject to open source and third party license terms (“Third Party Software“). The User acknowledges and agrees that the User’s right to use such Third Party Software as part of the Client Portal is subject to and governed by the terms and conditions of the open source or third party license applicable to such Third Party Software, including, without limitation, any applicable acknowledgements, licence terms and disclaimers contained therein.
      2. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control with regard to the User’s use of the relevant Third Party Software. In no event shall the Client Portal or components thereof be deemed to be “open source” or “publicly available” software. 
    3. Company’s Trade Marks and Logos

      The User is not authorised to use the Company trade marks or logos in any advertising, publicity or in any other commercial manner without the prior written consent of the Company, which may be withheld for any or no reason.  

  6. USE OF INFORMATION
    1. Consent to Use Information
      1. The User hereby authorises and consents to the collection, storage and use, by the Company and its affiliates, partners and agents, of any information and data related to or derived from the User’s use of the Client Portal, and any information or data that the User provides to the Company and its affiliates, partners and licensors (“Information“). 
      2. Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: search requests, search results, patterns, data and suggestions based on user actions.
      3. Notwithstanding the foregoing, the User shall not provide or disclose and the Information shall not include any information or data that is personally identifiably to the User. The Information will be treated as being non-confidential and non-proprietary, and the Company assumes no obligation to protect confidential or proprietary information (other than personally identifiable information) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction.
      4. The Company will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information and otherwise in accordance with the Company’s Privacy Policy. 
    2. Privacy Policy

      1. The User agrees that it shall comply with the terms and conditions of the Company’s Privacy Policy, which sets forth and describes the practices of the Company with respect to the collection, use and disclosure of personal information in connection with the User’s use of the Client Portal in accordance with the Privacy Act 1988 (Cth).
      2. The Company may modify or amend the terms of the Company Privacy Policy by posting a copy of the modified or amended Company Privacy Policy on the Company’s website or emailing a revised Company Privacy Policy to the User. The User will be deemed to have agreed to any such modification or amendment by continuing to use the Client Portal following the date in which the modified or amended Privacy Policy is posted on the Company’s website or the User is emailed a revised Privacy Policy. 
  7. TERMS AND TERMINATION
    1. The agreement set out in these Terms shall be effective until terminated. 
    2. The Company may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate the agreement set out in these Terms and the rights afforded to the User hereunder with or without prior notice.
    3. If the User fails to comply with these Terms, then the agreement set out in these Terms and any rights afforded to the User under these Terms shall terminate automatically, without any notice or other action by the Company. Upon the termination, the User shall cease all use of the Client Portal. 
  8. DISCLAIMER OF WARRANTIES
    1. The User acknowledges and agrees that the Client Portal is provided on an “as is” and “as available” basis, and that the User’s use of or reliance upon the Client Portal is at the User’s sole risk and discretion.
    2. To the maximum extent permitted by law, the Company hereby disclaims any and all representations, warranties and guarantees regarding the Client Portal, whether express, implied or statutory, and including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
    3. Furthermore, to the maximum extent permitted by law, the Company makes no warranty that:
      1. the Client Portal will meet the User’s requirements;
      2. the Client Portal will be uninterrupted, accurate, reliable, timely, secure or error-free;
      3. the Client Portal will be compatible or interoperable with the User’s hardware, software, equipment or device;
      4. the quality of any products, services, information or other material accessed or obtained by the User through the Client Portal will be as represented or meet the User’s expectations; or
      5. any errors in the Client Portal will be corrected.
    4. To the maximum extent permitted by law, no advice or information, whether oral or written, obtained by the User from the Company or from the Client Portal or in the acquisition of the Services shall create any representation, warranty or guarantee. Furthermore, the User acknowledges and agrees that the Company has no obligation to correct any errors or otherwise support or maintain the Client Portal. 
  9. LIMITATION OF LIABILITY
    1. To the maximum extent permitted by law, under no circumstances shall the Company be liable for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the User’s access or use of or inability to access or use the Client Portal, whether or not the damages were foreseeable and whether or not the Company was advised of the possibility of such damages.
    2. Notwithstanding any provision of this Agreement, to the full extent permitted by any applicable law, where the benefit of any such condition, warranty or other obligation is conferred upon the User, the Company’s sole liability for breach of any such condition, warranty, guarantee or other obligation will be limited to: 
      1. the replacement of the goods or services or the supply of equivalent goods or services or payment of the cost of replacing the goods or services or acquiring equivalent goods or services; or 
      2. the repair of the goods or services or payment of the cost of having the goods or services repaired. 
  10. INDEMNITY
    1. The User shall indemnify, defend and hold harmless the Company and its officers, directors, agents, contractors and employees (the “Indemnified Parties“) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following:
      1. the User’s access to or use of the Client Portal;
      2. the User’s breach of these Terms;
      3. the User’s violation of any law in using the Client Portal;
      4. the User’s negligence or wilful misconduct in using the Client Portal; or
      5. the User’s violation of the rights of a third party, including the infringement by the User of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity.
    2. These obligations will survive any termination of these Terms. 
  11. LINKS

    The Company has not reviewed all of the websites linked to the Client Portal and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by the Company of the website. Use of any such linked website is at the User’s own risk.

  12. MODIFICATIONS TO TERMS

    The Company may revise these Terms at any time without notice. By continuing to use the Client Portal, the User is agreeing to be bound by the then current version of these Terms.

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