IMPORTANT

SOFTWARE LICENCE AGREEMENT, READ THIS AGREEMENT CAREFULLY

Permission to use this software is conditional upon the user (You) agreeing to the terms and conditions set out below. The software is offered to You by SIMCITY Investments Pty Ltd (Licensor). By clicking "I ACCEPT" at the end of these terms and conditions, You will be deemed to have accepted them. Acceptance will bind You and Your employees (if applicable).

1.Warning
1.1Before You click on the "I ACCEPT" button below, You must read the terms and conditions of this licence agreement (Licence Agreement).
1.2If You do not agree with the terms and conditions of this Licence Agreement, You must:
(a)click the "I DO NOT ACCEPT" button; and
(b)exit this website without accessing or using the Software.
2.Acknowledgment
2.1By accessing and using the Software, You will be deemed to:
(a)have read this Licence Agreement;
(b)fully understand the terms of this Licence Agreement;
(c)understand that You are responsible for the ownership and use of all devices and connections necessary to enable access to and use of the Software (including paying all costs associated with use of such devices and connections);
(d)accept full legal responsibility for all content loaded or entered into and generated using the Software;
(e)agree to be bound by the terms of this Licence Agreement; and
(f)understand that this Licence Agreement is a legal agreement between You and the Licensor and can be enforced accordingly.
3.Scope of Licence for fully paid-up registered users
3.1The Licensor grants to You a paid up, personal, revocable, non-exclusive and non-transferable licence to use the Software subject to the terms and conditions of this Licence Agreement.
3.2The Licensor will provide to You a login password to access and use the Software until this Licence Agreement is terminated.
3.3The number of login passwords the Licensor provides You is dependent on Your user plan. You will be given one login password for each user permitted under Your plan. Sharing the login password with multiple users is not permitted.
4.Trial Version
4.1If You are accessing and using the free trial version of the Software:
(a)You are only licensed to use the Software for the free trial period of 30 days (or for such period as otherwise specified);
(b)You acknowledge and agree that the Licensor may end the trial period at any time in accordance with clause2 14.2(b); and
(c)You must not use the Software beyond the free trial period unless You sign up to a user plan and pay the relevant licence fee.
5.Ownership and Intellectual Property Rights
5.1You agree and acknowledge that:
(a)all intellectual property rights in the Software including, without limitation, copyright and trade marks are owned by and remain at all times with the Licensor;
(b)nothing in this Licence Agreement operates to give You any ownership rights in the Software; and
(c)use of the Software by You, or any other person or entity, not in accordance with this Licence Agreement is a breach of this Licence Agreement.
5.2The Licensor claims no intellectual property rights over the content of material or data You upload or enter into the Software.
6.Privacy and Spam
6.1You must promptly tell the Licensor in writing if You get a complaint about how Personal Information stored in or used with the Software has been collected, used, disclosed, stored, transferred, or handled and You must comply with any reasonable direction the Licensor gives about the complaint.
6.2When using the Software You must comply with Your obligations under the Spam Act 2003 (Cth), including prohibitions against sending unsolicited commercial electronic messages and not using any address harvesting programs.
6.3You must not use the Software to send (or cause to be sent) any message or communication to a person who has either advised You that they do not wish to receive messages of a particular kind or who You ought reasonably believe does not wish to receive such messages.
6.4Where you fail to abide by the provisions of this clause2, the Licensor reserves the right (in its sole discretion) to suspend Your access to the Software or terminate this Licence Agreement.
7.Restrictions on use
7.1When using the Software, You must at all times comply with privacy laws in relation to Personal Information, whether or not You are an organisation bound by the Privacy Act 1988 (Cth). If You are an exempted entity under the Privacy Act, then You agree to be treated as an entity bound by that Act under section 6EA of the Privacy Act.
7.2You must not copy, alter, modify, adapt, translate, rent, lease, lend or commercially exploit or create derivative works of the Software or any part of the Software.
7.3You must not reverse engineer, decompile, or disassemble the Software or any part of that Software, other than as permitted by applicable law.
7.4You must not create or attempt to create the source code from the object code of the Software.
7.5You must use the Software strictly in accordance with the procedures set out in any user directions that may be issued by or on behalf of the Licensor from time to time.
7.6The Licensor is not required to provide updates or new releases of the Software pursuant to this Licence Agreement, however You may at any time cancel Your existing user plan and change to a different user plan.
7.7You agree that You must keep your password and login absolutely secret and protect the Software at all times from unauthorised access, use or damage.
7.8You are responsible for maintaining the security of Your account and login password. The Licensor can not and will not be liable for any loss or damage from Your failure to comply with this security obligation.
7.9Your use of the Software is limited to receiving 2000 emails per month. Once this limit is reached, unless otherwise agreed, the Licensor will receive an alert and either (at its sole discretion) suspend or limit the capabilities of Your use of the Software until the end of that month.
7.10The Licensor reserves the right (in its sole discretion) to restrict Your access to the Software or to limit the capabilities of Your use of the Software, immediately and without notification to You, if Your use of the Software exceeds normal capacity for your plan and/or limits other users' ability to access or use the Software.
7.11The Licensor reserves the right (in its sole discretion) to prevent You from utilising any mail sending or receiving element of the Software that causes the over-consumption of system resources and overloading of the Licensor's server.
7.12The Licensor reserves the right (in its sole discretion) to remove any content, suspend Your access to the Software or terminate this Licence Agreement where:
(a)You use the Software for an unlawful activity;
(b)Your use of the Software breaches the terms of this Licence Agreement; or
(c)any warranty given by You is or becomes untrue.
8.Warranties
8.1You warrant that Your use of the Software and any information contained in or linked to or sent from the Software will not, at any time:
(a)infringe the intellectual property rights of any person;
(b)contravene any law, including without limitation the;
iPrivacy Act 1988 (Cth);
iiSPAM Act 2003 (Cth);
iiiCopyright Act 1968 (Cth);
ivTrade Marks Act 1995 (Cth); and
vTrade Practices Act 1974 (Cth).
(c)contain material which is offensive, upsetting, defamatory, personally offensive; impersonates or invades the privacy of another person;
(d)be used for any purpose or activity of an illegal, fraudulent or defamatory nature;
(e)encourage a violation of any law or regulation, including but not limited to the sale of illegal goods or the vilification of minority groups; or
(f)involve the display, sale, distribution or creation of any pornographic, obscene or otherwise offensive goods, services, material or ideas or promote violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
8.2You warrant and covenant to the Licensor that:
(a)You will satisfy all of Your obligations in this Licence Agreement;
(b)You hold all necessary licences from the required jurisdictions to engage in the advertising and sale of any goods and services which may be offered using the Software;
(c)You own, or are licensed to use the content or otherwise have the right to send the content from the Software;
(d)You will conduct such tests and computer virus scanning as may be necessary to ensure all data and content uploaded onto the Software does not contain any computer virus and will not in any way corrupt or otherwise interfere with the data or systems of the Licensor or another person;
(e)You will notify the Licensor of any material sent from the Software that infringes the rights of a third person, upon becoming aware of such infringement;
(f)You have obtained all necessary consents including consents relating to the disclosure and use of Personal Information necessary for the use of the Software; and
(g)You will keep secure your login password and any other mechanism used to access the Software.
9.Risk
9.1You will use the Software at Your entire risk and the Licensor will not be liable to You if the Software fails to deliver an anticipated result, contains errors, is hacked into or for any other reason.
9.2The Licensor will use reasonable endeavours to ensure there is sufficient capacity maintained on its web-hosting server to enable You to access and use the Software, however the Licensor can not and does not guarantee access to the server.
9.3Where You downgrade to a lower user plan, You acknowledge that the new user plan may cause the loss of some content, features, or capacity of the Software.
10.Fees and invoices
10.1You agree to pay the Licensor the monthly licence fees specified in Your user plan.
10.2If You initially sign up for a free trial and You do not cancel that account at the expiration of that 30 day free trial, You will be billed each month based on Your user plan starting on the 30th day after Your account was initially created.
10.3You will not be charged if You sign up for the free trial and unsubscribe before the end of the first 30 days.
10.4No penalty will apply where You change Your user plan (either up or down).
10.5Where You change Your user plan, Your new rates will be charged in Your next monthly invoice and the terms and conditions of this Licence Agreement remain valid and in force.
10.6You authorise the Licensor to debit Your nominated credit card or bank account for an amount comprising fees contained in Your user plan on a monthly basis until this Agreement is terminated.
10.7The Licensor will not grant refunds or credits for partial months of service or refunds for months unused with an open account.
10.8Prices of all user plans are subject to change upon 30 days notice from us.
10.9A copy of the user plans currently available can be found here.
11.GST
11.1All fees and amounts due under this Licence Agreement are, unless otherwise stated, exclusive of all taxes. You must pay tax levied under a New Tax System (Goods and Services Tax) Act 1999 (Cth) ('GST') on a taxable supply made to it under this Licence Agreement, in addition to any consideration (excluding GST) that is payable for that taxable supply. It must do so at the same time and in the same way as it is required to pay the consideration for the taxable supply.
12.Liability
12.1Australian laws may give You certain rights or limit the operation of certain provisions of this Licence Agreement. The limitation set out in this clause2 is subject to those laws.
12.2All express or implied warranties, representations, statements, terms and conditions relating to this Licence Agreement, not contained in this Licence Agreement, are, subject to clause2 12.3, excluded from this Licence Agreement to the extent permitted by law.
12.3Nothing in this Licence Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any statute or regulation which cannot lawfully be excluded, restricted or modified, which may include Part V of the Trade Practices Act 1974 (Cth) and corresponding provisions of any relevant legislation which contain provisions including implied terms and warranties which operate to protect the purchasers of goods and services in various circumstances.
12.4If any condition or warranty is implied into this Licence Agreement under the Trade Practices Act 1974 (Cth) or any other relevant legislation and cannot be excluded, and the Licensor is able to limit Your remedy for a breach of such a condition or warranty, then the Licensor's liability for breach of the condition or warranty is limited to one or more of the following at the Licensor's option:
(a)in the case of goods, replacement of the goods or the supply of equivalent goods; repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; or
(b)in the case of services, supplying of the services again; or payment of the cost of having the services supplied again.
12.5Subject to the Licensor's obligations under the implied conditions and warranties referred to in clause2 12.3, the Licensor's maximum aggregate liability for all claims under or relating to this Licence Agreement or its subject matter (including, if applicable, support and maintenance services under clause2 15), whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity or on any other basis, is limited to an amount equal to the fees, if any, paid by You under this Licence Agreement.
12.6Subject to the Licensor's obligations under the implied conditions and warranties referred to in clause2 12.3, the Licensor is not liable for, and no measure of damages will, under any circumstances, include:
(a)special, indirect, consequential, incidental or punitive damages; or
(b)economic loss, loss of profits, revenue, goodwill, bargain, anticipated savings or loss or corruption of data, whether in an action in contract, tort (including without limitation negligence), product liability, statute, under an indemnity or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
13.Indemnity
13.1You continuously indemnify the Licensor and its officers, employees, representatives and agents (those indemnified) from all liability for any claims, losses, damages or expenses suffered or incurred (including, but not limited to, reasonable legal fees) by those indemnified arising from or in connection with:
(a)a breach of this Licence Agreement by You (or any of Your officers, employees, contractors or agents);
(b)any warranty given by You being, or subsequently becoming, untrue;
(c)Your use of or reliance by You on the Software; and
(d)any negligent act or omission by You or any of Your officers, employees, contractors or agents.

Where this clause2 refers to a person who is not a party to this Licence Agreement, the Licensor holds the benefit of this clause2 on trust for that person.

14.Term and termination
14.1This Licence Agreement remains in effect unless it is terminated under this clause2.
14.2Trial version. If You have accessed and are using the trial version of the Software:
(a)You may terminate this Licence Agreement at any time by contacting the Licensor at support@getprofile.net
(b)The Licensor may terminate this Licence Agreement immediately for any reason by giving You notice.
(c)Access to and use of a trial version will automatically transfer to a paid user plan unless you notify the Licensor otherwise.
(d)Upon termination of the Licence Agreement by either You or the Licensor, You will not be permitted to access and use the Software.
(e)All provisions in this Licence Agreement relating to confidentiality, intellectual property rights and non-disclosure survive the termination of this Licence Agreement.
14.3Full subscriber version. If You are subscribing to a user plan with full access to the Software:
(a)You may terminate this Licence Agreement at any time by advising the Licensor that You wish to cancel Your account.
(b)The Licensor may terminate this Licence Agreement if You breach any term or condition of this Agreement.
(c)There is no cancellation fee, however on termination of this Licence Agreement, You will not be entitled to a refund of any fees or charges paid by You for use of the Software.
(d)All provisions in this Licence Agreement relating to confidentiality, intellectual property rights and non-disclosure survive the termination of this Licence Agreement.
14.4The Licensor will hold and store content You loaded or entered to the Software for 30 days post termination. During this period that information may be downloaded by You or upon the Licensor's receipt of Your written request, the Licensor will email some or all of that data to You. At the end of the 30 days after expiration of the Licence Agreement, the Licensor will destroy any content You have loaded or entered to the Software.
14.5Termination of this Agreement where You have breached the terms of this Licence Agreement will be in addition to and not in lieu of any other remedies available to the Licensor.
15.Support
15.1The Licensor will provide 24 hour email support and business hours telephone support (for Australian users only) to You in accordance with any Licensor's support polices, as amended from time to time.
15.2You acknowledge and agree that support services do not extend to:
(a)the remedying of defects in the Software caused by an action or omission by You in breach of this Licence Agreement or by any third party not previously approved by the Licensor to maintain the Software; or
(b)the provision of upgrades or new releases / new versions of the Software.
15.3The Licensor will perform the support services with due care and skill. The Licensor disclaims all other warranties, either express or implied, including without limitation warranties of merchantability and fitness for a particular purpose.
15.4The Licensor will regularly back up the Software, but unless agreed otherwise, provides no maintenance services.
16.Product exchange / change of user plan
16.1In the event of an upgrade, product exchange or change of user plan, the licence granted under this Licence Agreement will automatically transfer to the new version, product or user plan and all of Your rights in respect of the original product or user plan will lapse.
17.Entire agreement
17.1This Licence Agreement is the entire agreement between the parties about its subject matter and replaces all previous agreements, understandings, representations and warranties about that subject matter.
17.2Each party represents and warrants that it has not relied on any representations or warranties about the subject matter of this Licence Agreement except as expressly provided in this Licence Agreement.
18.Variation
18.1The Licensor may vary this Licence Agreement at any time in writing by notifying You directly by any means including placing the varied terms and conditions on the Licensor's website. You agree that You must check the Licensor's website on a regular basis for any variations to this Licence Agreement. You can review the most current version of this Licence Agreement at any time at .
19.Law
19.1This Licence Agreement will be governed by and construed in accordance with the laws for the time being in force in the State of Victoria, Australia and the parties agree to submit to the jurisdiction of the courts and tribunals of the State of Victoria.
20.Waiver
20.1No forbearance, delay or indulgence by a party in enforcing the provisions of this Licence Agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.
21.Assignment, novation and other dealings
21.1You must not assign or novate this Licence Agreement or otherwise deal with the benefit of it or a right under it, or purport to do so, without the Licensor's prior written consent, which may be withheld at the Licensor's absolute discretion.
22.Capacity and third party rights
22.1You warrant to the Licensor that You have legal capacity to enter into and be bound by this Licence Agreement. If You are a natural person, You warrant to the Licensor that You are at least 18 years of age.
22.2Except as expressly provided in this Licence Agreement:
(a)each person who executes this Licence Agreement does so solely in his, her or its own legal capacity and not as agent or trustee for or a partner of any other entity; and
(b)only those persons who execute this Licence Agreement have a right or benefit under it.
23.Severability
23.1Should any part of this Licence Agreement be or become invalid, that part will be severed from this Licence Agreement. Such invalidity will not affect the validity of the remaining provisions of this Licence Agreement.