Preamble
Please read this document carefully. By downloading, using or installing this software you agree to be bound by the terms of this Agreement. If you do not agree to be bound to the terms of this Agreement do not use or download the Software and contact Werkflo about assistance and any refund procedures if your use was less than 30 days. This Agreement is read in conjunction with the Terms of Use on the Werkflo website and in the event of any inconsistency in relation to the Software, this Agreement will prevail to the extent of any inconsistency.

Definitions
In this Agreement, unless the context requires another meaning:
Associate has the meaning in the Corporations Act (Cth) and includes any Related Body Corporate of Werkflo.
Business Day means a day that is not a Saturday, Sunday, a public holiday or bank holiday in Sydney, Australia
Claim means claim, cause of action, suit, proceedings, judgment, debt, fine, penalty, damage, loss, cost, expense or liability of any kind (including all legal fees).
Commencement Date means the date from when that the Customer pays, accesses or subscribes for the Software.
Confidential Information means, in relation to Werkflo:

1. all information relating to or used by Werkflo, including know-how, trade secrets, ideas, marketing strategies and operational information;
2. all information concerning the business affairs (including products, services, licensees and licensors) or property of Werkflo, including any business, property or transaction in which Werkflo may be or may have been concerned or interested; and
3. any other information disclosed by or on behalf of Werkflo which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential;

including any such information made available to Werkflo by any third party, but excluding any information:

4. which is publicly known;
5. which is disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or
6. which is developed independently by the other party without reliance on any of Werkflo's Confidential Information.

Delivery Date means the date the Customer first downloads, acquires use to or accessing the Software from a payment.
Documentation means the manuals, terms of use, webinars and user guides and other electronic media-based descriptions or hard-copy manuals release by Werkflo, at its discretion, relating to the Software from time to time.
Intellectual Property Rights means all rights in or to any patent, copyright, database rights, registered design or other design right, utility model, trade mark (whether registered or not and including any rights in get up or trade dress), brand name, service mark, trade name, eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing rights.
Licence Fees, Development Fees or Data Costs means the amounts specified on the website at www.werkflo.com.au as amended from time to time in writing.
Limitation Amount means the total amount of fees paid, remitted or contributed to Werkflo under this Agreement as at the date on which the event which gave rise to the Claim first arose.
Ownership Interest means that, notwithstanding, any terminology used in connection with this Agreement or on the website at www.werkflo.com.au, the Software is only licensed and is not sold. Werkflo and its licensors retain all right, title and interest in and to the Software and all modifications, enhancements, customisations, updates, improvements, updates or derivative works as and when they happen. There are no implied licenses under this Agreement, and all rights not expressly granted hereby are reserved to Werklfo. All software versions remain exclusively the Intellectual Property Rights of Werkflo.
Personnel means in relation to Werkflo or an Associate, any of their employees, directors, officers, agents and contractors (other than another party to this Agreement), and the personnel of any such advisers or contractors approved in writing by Werkflo.
Related Body Corporate of a body corporate has the meaning as it is defined in the Corporations Act 2001 (Cth).
Software means each licensed software machine readable version of Chatabox versions that are each made available for use including as listed on the website at www.werkflo.com.au.
Specification means the functions and attributes of the Software as defined on the website at www.werkflo.com.au.
Support means the provision of support services for the Software, plus any updates, enhancements or new releases to the Software issued by Werkflo from time to time, which, such support services are to be provided in accordance with the service levels specified by separate agreement to the Customer.
Support Fees means the amounts specified by separate agreement to the Customer.
Support Term means generally, pursuant to a separate agreement to the Customer, the period during which Customer is current on its payments of the Support Fee.
Term of Use have the meaning given on the website at www.werkflo.com.au.

Interpretation
In this Agreement, unless the context requires another meaning:

1. reference:
   1. to a document (including this Agreement) is a reference to that document (including any schedules and annexures) as amended, consolidated, supplemented, novated or replaced;
   2. to an agreement includes any undertaking, representation, deed, agreement or legally enforceable arrangement or understanding whether written or not;
   3. to a party means a party to or named in this Agreement;
   4. to an item, recital, clause, schedule or annexure is to an item, recital, clause, schedule or annexure of or to this Agreement;
   5. to a person (including a party) includes:
      1. an individual, company, other body corporate, association, partnership, firm, joint venture, trust or government agency; and
      2. the person's successors, permitted assigns, substitutes, executors and administrators;
   6. to a law:
      1. includes a reference to any legislation, treaty, judgment, rule of common law or equity or rule of any applicable stock exchange; and
      2. is a reference to that law as amended, consolidated, supplemented or replaced; and
      3. includes a reference to any regulation, rule, statutory instrument, by-law or other subordinate legislation made under that law;
   7. to proceedings includes litigation, arbitration and investigation;
   8. to a judgement includes an order, injunction, decree, determination or award of any court or tribunal;
   9. to time is to Sydney time;
   10. to $ or dollars is to Australian dollars; and
   11. the word including or includes means including, without limitation, or includes, without limitation.
2. Headings are for convenience only and do not affect interpretation.
3. If a payment or other act must (but for this clause) be made or done on a day that is not a Business Day, then it must be made or done on the next Business Day.
4. If a period occurs from, after or before a day or the day of an act or event, it excludes that day.
5. This Agreement may not be construed adversely to a party only because that party was responsible for preparing it.

From the Commencement Date, Werkflo grants to Customer a non-exclusive, non-transferable and non-assignable licence(s) during the term of this Agreement including any licence updates made available through its website at www.werkflo.com.au.

Werkflo grants to the Customer the right to:

1. to install and operate the Software, in object form, in accordance with this Agreement; and
2. to use, perform and install the Software for the Customers internal purposes only; and
3. to create backup and archival copy to the extent reasonably required in the normal operation of Customer’s systems, provided that any such copy must include a reproduction of all copyright, trademarks or other notices contained in the original copy of the Software.

Without prejudice to any pre-existing rights of Customer, the Customer acknowledges and agrees that all right, title and interest in and to the Software, including Software vests solely in Werkflo.

Werkflo will deliver the Software for subscription on the website at www.werkflo.com.au on the Delivery Date.

At Customer's request and at no additional cost to Customer, Werkflo must install the Software by loading it on to Customer's computer equipment at a time to be agreed between the parties.

Werkflo may invoice the Customer electronically or by paper invoice. The Customer is responsible for proving the correct name, address and notification details and must advise of any billing errors within (thirty) 30 days from receipt of any invoice. If the Customer does not notify Werkflo within this time, Werkflo will not be required to correct the error and/or make adjustments to the Customer’s account and the Customer hereby waives any claim, allegation or contention with respect to such invoice.

The Customer will have a right to a refund if the request is made within 30 days from the Delivery Date of the Software and confirmation in writing that the Customer is no longer using the Software.

Werkflo may provide to Customer, at no additional charge, training in accordance with the product guidelines outlined on the Werkflo website (as amended from time to time), subject to the product version chosen.

Any additional training requested by Customer shall be provided by Werkflo on a time and material basis at reasonable commercial rates to be agreed by the parties in writing.

Warranties
Werkflo represents and warrants to Customer that:

1. it owns all right, title and interest in the Software and any Documentation;
2. use of the Software or the Documentation by Customer, its sub-licensees and customers in accordance with the terms of this Agreement will not infringe the Intellectual Property Rights, including any moral rights, or other rights of any person;
3. the Software will perform substantially in accordance with the Specification and will be free from errors in operation, performance and workmanship; and
4. the Software is free from viruses and other malicious code.

Support
Customer may:

1. on an annual basis, purchase Support upon payment of the Support Fee; and
2. discontinue Support upon written notice to Werkflo.

If Werkflo receives notification from Customer during any Support Term that there is any defect in the Software or Documentation, including any defect which causes a breach of clause 9.1, Werkflo must, at its own expense, promptly remedy any defect or error in the Software and/or Documentation or, if necessary to remedy the defect, substitute the Software and/or Documentation at its own expense.

Werkflo represents and warrants that any replacement Software and/or Documentation supplied to Customer under clause 9.3 will comply with each of the warranties in clause 6.1.

Customer will pay to Werkflo the:

1. Licence Fees; and
2. Support Fees,

in accordance with Schedule 2.

Unless otherwise agreed by the parties, Customer will pay each invoice issued by Werkflo within 5 business days from the end of the month in which that invoice is received unless the payment is debited onto a recognised credit card for monthly period of use.

If any goods and services tax (GST) is payable on any taxable supply made under this Agreement by Werkflo to Customer, Customer must pay to Werkflo the amount of the GST, subject to receipt of a valid tax invoice (or other things required for Customer or representative member if this is not Customer) to obtain an input tax credit or other like offset for the supply.

Except to the extent expressly permitted or required by this Agreement, each party must not use or disclose any of the other party's Confidential Information.

Each party may disclose the Confidential Information of the other party:

1. when required to do so by law or any regulatory authority, including any stock exchange on which it is listed; and
2. to its Personnel whose duties reasonably require such disclosure, on condition that the party making such disclosure:
   1. ensures that each such person to whom such disclosure is made is informed of the confidentiality of the information and the obligations of confidentiality under this Agreement; and
   2. ensures that each such person to whom such disclosure is made complies with those obligations as if they were bound by them.

Each party must not disclose the terms of this Agreement to any other person, except in accordance with clauses 11.2.

Each party must establish and maintain effective security measures to prevent any unauthorised use or disclosure of, or unauthorised access, loss or damage to, the Confidential Information of the other party.

The provisions of this clause 11 will survive the termination of the Agreement for any reason.

To the extent permitted by law, each party's cumulative liability to the other in respect of all Claims made by the first party under or in connection with this Agreement, whether arising out of breach of contract, negligence or any other tort, misrepresentation, under statute or otherwise, will not exceed in the aggregate the Limitation Amount.

Notwithstanding any other clause in this Agreement and to the extent permitted by law, each party excludes all liability to the other party in respect of all Claims made by the first party under or in connection with this Agreement for any anticipated or actual profit, anticipated or actual revenue, loss of data, loss arising from interruption to business, failure to realise anticipated savings, loss of goodwill, loss of contracts or interest, consequential, indirect, special, punitive or incidental damages, whether foreseeable or not, arising out of breach of contract, indemnity, negligence or any other tort, misrepresentation, under statute or otherwise.

Werkflo shall defend Customer from any third-party claim, suit, or proceeding alleging that the Software, unmodified and as originally delivered, when used as permitted under this Agreement granted infringes or misappropriates any laws or any copyright or trade secret that arises

1. pay all settlement amounts agreed to by the litigants or damages finally awarded by a court of competent jurisdiction, up to the aggregate amount of license fees paid to Werkflo by Customer. Werkflo will however, have nor responsibility for any Claims that arise from or relate to
2. any modifications to the Software created by any person other than Werkflo
3. any combination of the Software with any third-party hardware, software, or other materials where such combination is the object of the Claim or
4. the use of any version of the Software other than the latest version made available to Customer by Werkflo.

Either party may terminate this Agreement at any time immediately, or at such later date as that part elects, by written notice to the other party if:

1. the other party materially breaches this Agreement and fails to remedy such breach within 30 days after receipt of notice from the first party specifying the breach and requiring it to be remedied;
2. the other party materially breaches this Agreement and the breach is incapable of remedy; or
3. the other party becomes, or in the reasonable opinion of the other party threatens to become, unable to pays its debts as and when they fall due.

Effect of termination
Upon termination or expiry of this Agreement:

1. the parties are released from the obligation to continue to perform the Agreement except those obligations that, by their nature, survive termination; and
2. each party retains the rights and claims it has against any other party for any past breach of the Agreement.

All notices must be:

1. in legible writing and in English;
2. addressed to the recipient at the address or facsimile number set out below or to any other address or facsimile number that a party may notify to the other:
3. signed by the party or, where the sender is a company, by an authorised officer or under the common seal of the sender or in any other way permitted under the Corporations Act 2001 (Cth); and
4. sent to the recipient by hand, prepaid post (airmail if to or from a place outside Australia) or facsimile.

Without limiting any other means by which a party may be able to prove that a notice has been received by the other party, a notice will be considered to have been received:

1. if sent by hand, when left at the address of the recipient;
2. if sent by prepaid post, 3 days (if posted within Australia to an address in Australia) or 10 days (if posted from one country to another) after the date of posting; or
3. if sent by facsimile, on receipt by the sender of an acknowledgment or transmission report generated by the sender's machine indicating that the whole facsimile was sent to the recipient's facsimile number;

but if a notice is served by hand, or is received by the recipient's facsimile, on a day that is not a Business Day, or after 5:00 pm (recipient's local time) on a Business Day, the notice will be considered to have been received by the recipient at 9.00 am (recipient's local time) on the next Business Day.

Assignment and sublicensing
Werkflo does allow the Customer to assign, sub-license, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of its rights or obligations under it (including, without limitation, for facilities management or outsourcing purposes) without the prior written consent of Customer, such consent not to be unreasonably withheld or delayed.

Relationship
The relationship between the parties is one of independent contactors. Neither Party has the authority to bind the other party by contract or otherwise and neither party's employees or agents are employees or agents of the other party. The parties are not partners or joint venturers.

Entire agreement
This Agreement and any other documents referred to in this Agreement or executed in connection with this Agreement is the entire agreement of the parties about the subject matter of this Agreement and supersedes all other representations, negotiations, arrangements, understandings or agreements and all other communications.

Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of:

1. any provision of any present or future law or regulation of the United States or any applicable law that applies to the subject matter hereof; or
2. strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government action, acts of terrorism, earthquakes, power outages or any other cause that is beyond the reasonable control of such party

Website Branding
A party may, at its own expense, display the logo of the other party, subject to using a format and colour scheme of that party on a primary website during the term of this Agreement. The logo must be removed within 30 days of the parties no longer having an Agreement.

Further assurances
Each party must, at its own expense, whenever reasonably requested by the other party, promptly do or arrange for others to do, everything reasonably necessary to give full effect to this Agreement.

Invalid or unenforceable provisions
If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

1. it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and
2. that fact does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions.

Waiver and exercise of rights
A waiver by a party of a provision of or of a right under this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party or an authorised officer of the party granting the waiver.

A waiver is effective only in the specific instance and for the specific purpose for which it is given.

A single or partial exercise of a right by a party does not preclude another exercise of that right or the exercise of another right.

Failure by a party to exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.

Counterparts
This Agreement may be signed in counterparts and all counterparts taken together constitute one document.

Governing law and jurisdiction
This Agreement is governed by the laws of Australia.

Each party irrevocably and unconditionally:

1. submits to the exclusive jurisdiction of the courts of NSW South Wales; and
2. waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.