THE LEGAL STUFF

LOCKEDON TERMS OF SERVICE

This Software Terms Of Service (the “Agreement”) is a binding agreement between Locked On Interactive Pty Ltd ACN 142 344 045 “Licensor”) AND You the subscriber of the LockedOn program (“Licensee”).

Updated 6th August 2013

1. YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT AND GRANT OF LICENSE.

1.1 Acceptance The installation, copying or use of the LockedOn program and any other related applications, including mobile device applications (which is fully described on the Licensor’s website (www.lockedon.com) will constitute your acceptance of the rules and terms of the LockedOn program and the terms of this Agreement.

1.2 Nature of License. Subject to Licensee’s payment of the License fee as set out in Clause 2 below and the Licensee’s compliance with this Agreement, Licensee is granted a non-exclusive and non-transferable license to use the LockedOn program.

1.3 License Restrictions. Except as expressly permitted by this Agreement, Licensee may not: lease, loan, resell, sublicense, or otherwise distribute the LockedOn program.

1.4 License terms to apply to apply to third parties engaged by Licensee. If Licensee engages any third parties for data processing, consulting, or other services Licensee may permit access to, and use of, the LockedOn program by the third party provided that the third party complies with the terms of this Agreement and accesses and uses the LockedOn program solely for purposes of rendering services to Licensee.

2. LICENSE FEE, PAYMENT TERMS, TRIAL PERIOD, REFUNDS AND CANCELLATION

How LockedOn is delivered to you

As part of the setup process, you can select a plan which suits you (you can upgrade at any time), then you will be prompted for your credit card details – which once completed will then be sent to our secure payment solution via encryption. You will then have instant access to LockedOn. For more information regarding our credit card security methods, review our Privacy Policy.

You have a Trial Period to use the software at no charge.

All LockedOn subscriptions have a day trial period, during which you will have full access to all features of the system. The length of this trial period will be clearly shown

After the Trial Period, your monthly billing will commence.

If you have chosen not to cancel after the Trial Period, your credit card will be billed for the amount chosen for your plan (and any extras you have chosen).

After the Trial Period, a setup fee will be charged.

If you continue with your LockedOn subscription, a setup fee will be payable. These charges will be clearly shown on the sign-up page, and must be confirmed by you before purchase. These one-time setup fees are charged on the day after your trial, and are non-refundable.

How do I cancel my account?

If you feel LockedOn isn’t for you, then you can cancel your account at any time. The Cancel option can be found by clicking your Name in the top right corner, clicking Account option, and clicking the “Cancel your account” option.

Once you cancel, you will not be charged again.

Once your cancellation has been processed, your credit card will not be charged again. However, you are responsible for whatever charges have been made to your credit card prior to your cancellation. No pro-rata refunds will be given under any circumstances.

You can export your data before you cancel.

Contact our support team for assistance on exporting your data. Once you choose to cancel your account, your account and all data contained within your account will be permanently and irreversibly deleted and you will no longer have access.

3. TERM AND TERMINATION.

The LockedOn program license granted hereunder is for the periods set out in Clause 2 above. This Agreement imposes no obligation on the Licensor to renew the license after the expiry of each monthly license period.

Licensor may immediately terminate this Agreement and any licenses and services provided hereunder if:

1. Licensor notifies Licensee in writing of a breach and such breach is not cured within thirty (30) days; or

2. (ii) Licensee makes an assignment for the benefit of creditors or proceedings are commenced by or for Licensee under any bankruptcy, insolvency, or debtor’s relief law.

Termination shall not relieve Licensee from its obligation to pay fees that remain unpaid and shall not limit either party from pursuing other available remedies.

Upon termination by Licensor of this Agreement or any part thereof, Licensor shall have no obligation to refund to Licensee any fees paid by Licensee, and Licensee agrees to waive, in perpetuity and unconditionally, any and all claims for refunds.

4. OWNERSHIP OF LOCKEDON PROGRAM.

All intellectual property rights and title to the LockedOn program shall remain with Licensor and no interest or ownership therein is conveyed to Licensee. Licensee shall not alter or disassemble the LockedOn program except as required to be permitted by applicable law. If Licensee wishes to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law, Licensee shall first provide written notice to Licensor and permit Licensor, at its discretion, to make an offer to provide information and assistance reasonably required to ensure LockedOn program interoperability with other Licensee products for a fee to be mutually agreed upon (if any).

You have a Trial Period to use the software at no charge.

All LockedOn subscriptions have a day trial period, during which you will have full access to all features of the system. The length of this trial period will be clearly shown

After the Trial Period, your monthly billing will commence.

If you have chosen not to cancel after the Trial Period, your credit card will be billed for the amount chosen for your plan (and any extras you have chosen).

After the Trial Period, a setup fee will be charged.

If you continue with your LockedOn subscription, a setup fee will be payable. These charges will be clearly shown on the sign-up page, and must be confirmed by you before purchase. These one-time setup fees are charged on the day after your trial, and are non-refundable.

How do I cancel my account?

If you feel LockedOn isn’t for you, then you can cancel your account at any time. The Cancel option can be found by clicking your Name in the top right corner, clicking Account option, and clicking the “Cancel your account” option.

Once you cancel, you will not be charged again.

Once your cancellation has been processed, your credit card will not be charged again. However, you are responsible for whatever charges have been made to your credit card prior to your cancellation. No pro-rata refunds will be given under any circumstances.

You can export your data before you cancel.

Contact our support team for assistance on exporting your data. Once you choose to cancel your account, your account and all data contained within your account will be permanently and irreversibly deleted and you will no longer have access.

5. LIMITED WARRANTIES.

5.1 Licensor warrants that, during the period of the license, the LockedOn program will operate substantially in conformity with the LockedOn program’s as described from time to time on the Licensors’ website.

5.2 Provided that Licensor is notified in writing of LockedOn program’s non-conformance with the warranty set forth in this clause the Licensor shall, at its option:

a) repair or replace the defective Product, or

b) at the Licensee’s sole discretion, cancel their account as per clause 2 of this Agreement.

This Section is Licensee’s exclusive remedy for breach of this limited warranty

5.3 The above warranty specifically excludes defects resulting from accident, abuse, misapplication or unauthorized repair, modifications, or enhancements. Licensor does not warrant that use of the LockedOn program will be uninterrupted or error free.

5.4 To the extent permitted by law, the liability of the Licensor for any breach of a condition or warranty, implied into this Agreement under the Trade Practices Act 1974 (Cth) or any equivalent State or Territory legislation which cannot be excluded, is limited (at the Licensor’s sole election) to either repair or replacement of the LockedOn program or the supply of an equivalent program or the repair of the LockedOn program by the Licensee and if applicable the supplying the Licensor’s services again.

6. LIMITATION OF LIABILITY.

To the maximum extent permitted by law, in no event shall Licensor or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the LockedOn program, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this license, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty.

7. ADDITIONAL TERMS

7.1 Third-Party Services. The services provided to Licensee under this Agreement include certain services developed, provided or maintained by third-party service providers of Licensor (“Third Party Providers”). Access to or use of any those services (“Third Party Services”) by Licensee is subject to any separate agreement that Licensee may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”).

The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. Each Third Party Provider retains all right, title and interest in and to all Third Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto.

Each Third Party Provider will be a beneficiary of the terms of this Agreement as to the Third Party Services provided by the Third Party Provider and will have all rights necessary to enforce this Agreement against Licensee in the case of any breach of those terms.

7.2 Content. Licensee will be responsible for all data, information and other content (“Content”) provided by Licensee in connection with the services provided under this Agreement. Licensee will not provide and will not permit any third party to provide or to use the services provided under this Agreement to provide, any Content that:

(a) infringes, misappropriates or violates any intellectual property or other rights of any third-party;

(b) is defamatory, harmful to minors, obscene or child pornographic;

(c) contains any viruses or programming routines intended to damage the services or any software, hardware or other technology used to provide the services or surreptitiously intercept or expropriate any data or information; or

(d) is false, misleading or inaccurate.

Licensor and its Third-Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Content. Licensor and its Third Party Providers may take remedial action if any Content violates this Section, however Licensor and its Third Party Providers are under no obligation to review any Content for accuracy or potential liability.

7.3 Performance or Benchmark Testing. Licensee may not disclose the results of any benchmark test using the LockedOn program to any third party without Licensor’s prior written approval. This obligation shall continue in full force and effect for a period of two (2) years after the date of such testing.

7.4 Consent to receiving emails. You agree to receive emails from LockedOn.

7.5 Consent to use of data. You agree that Licensor and its affiliates may collect and use Content and technical information you provide as a part of services related to the LockedOn program. You also agree that Licensor may use information and statistics concerning your use of the LockedOn program and that these may be displayed publicly on the Licensor’s website and the LockedOn program. You also agree that your user name on the LockedOn program and your listings, sales and commissions may be displayed publicly on the Licensor’s website and the LockedOn program as part of the Licensor’s rankings of users of the LockedOn program, such as its World Rankings system.

7.6 Governing Law. This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of New South Wales Australia, excluding its conflicts of law principles. The venue for any claims arising under this Agreement shall be the courts located in New South Wales, Australia and the parties agree to submit to the exclusive personal jurisdiction of such courts.

7.7 Force Majeure. Except with respect to the obligation to pay the Licensee fees when due, neither party shall be deemed in default of this Agreement because of a delay or failure in performance of its obligation resulting from any cause beyond its reasonable control (a “Force Majeure”), provided it gives reasonably prompt notice of the Force Majeure condition to the other party and uses reasonable efforts to mitigate the delay or failure.

7.8 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, the parties agree that Clause 6 will remain in effect notwithstanding the unenforceability of any other provision of this Agreement.

7.9 Entire agreement. This Agreement and the description of the LockedOn program on the Licensor’s website constitutes the entire agreement between the parties and supersedes all prior or contemporaneous conditions, agreements, communications or representations, whether oral or written, relating to the subject matter hereof. The Licensee acknowledges that it has not relied on any statement or representation by the Licensor or an employee or agent of the Licensor in entering into this Agreement.

7.10 Disclosure. The Licensor receives commissions for third party services providers such as SMS credits, and property export (“portal push”) services.

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