Master SaaS Agreement

Welcome to viaCMO PTY LTD. We are viaCMO Pty Ltd (ABN: 49 689 295 903) (we, us or our). viaCMO is an AI-assisted Google Ads accountability platform for Australian small and medium businesses. It grades Google Ads account performance, generates structured reports and recommendations, tracks whether recommendations get implemented, and — for eligible Subscription Tiers — executes user-approved optimisations against connected Google Ads accounts. We provide this through our software platform known as viaCMO (Software), as described on our website at https://www.viacmo.com.au (Website).

These Terms govern your access to and use of the Software and any related services we provide (Subscription). By accessing or using the Software, you agree to be bound by these Terms.

You can view the most current version of these Terms on our Website. We recommend that you review them regularly.

If you subscribe to a tiered offering, your Subscription will be for the package selected by you through the Website (Subscription Tier).

Your Subscription will automatically renew on an ongoing basis, and you will continue to incur Subscription Fees unless and until you cancel your Subscription in accordance with clause 14.

1. Reading and Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By creating an Account, clicking “I accept”, paying for a Subscription, accessing or using the Solution, or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms, which form a legally binding agreement between you (whether in your personal capacity or on behalf of a company or other entity) and us. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms.

We may amend these Terms from time to time by providing notice to you (including by publishing the updated Terms on our Website or within the Solution). Except where changes are required immediately for legal, security or technical reasons, amendments will take effect 30 days after notice is given. Your continued use of the Solution after the effective date of any amendment constitutes your acceptance of the updated Terms. If you do not agree to the amended Terms, you must stop using the Solution.

2. Eligibility

By accepting these Terms, you represent and warrant that:

1. you have the legal capacity and authority to enter into a binding contract with us;
2. you are authorised to use the payment method provided in connection with your Subscription; and
3. if you connect or provide access to any third-party account, including any Google Ads account, you have all necessary rights, consents and authority to grant us access to and use that account in accordance with these Terms.

The Solution is not intended for use by any person under the age of 18 or any person who has previously been suspended or prohibited from using the Solution. By using the Solution, you represent and warrant that you are at least 18 years old.

You must not access or use the Solution if you are under the age of 18, or if you have previously been suspended or prohibited from using the Solution.

If you are accepting these Terms or using the Solution on behalf of a company, employer, agency, client or other legal entity (Represented Entity), then “you” or “your” refers to that Represented Entity. You represent and warrant that you have full authority to bind the Represented Entity to these Terms and to connect, access, manage and authorise changes to any Google Ads account or other third-party account connected to the Solution on behalf of that Represented Entity.

3. Duration of Your Subscription

1. Your Subscription and these Terms commence on the date you agree to be bound by these Terms and continue for the subscription period selected by you at the time of purchase (Subscription Period), and any Renewal Periods, unless terminated earlier in accordance with these Terms.
2. Subject to clause 3(c), upon expiry of the Subscription Period, your Subscription will automatically renew for successive periods equal to the Subscription Period (each a Renewal Period).
3. Unless cancelled in accordance with clause 14, each Subscription will automatically renew for successive Renewal Periods. You may cancel your Subscription at any time by giving us written notice, but cancellation will only take effect at the end of the then-current Subscription Period or Renewal Period. To avoid renewal for a further Renewal Period, you must cancel your Subscription before the end of the then-current Subscription Period or Renewal Period.
4. We will provide notice of any change to Subscription Fees at least 30 days before the change takes effect. For annual Subscriptions, we will also provide notice of upcoming renewal at least 30 days before the end of the then-current Subscription Period or Renewal Period. For monthly Subscriptions, no separate pre-renewal notice will be provided as the Subscription auto-renews on a monthly cycle in accordance with these Terms.

4. The Solution

4.1 Scope of Your Subscription and the Solution

We will provide you, to the extent described in your Subscription Tier, access to the Software and any related documentation (Solution).

The Solution may, for eligible Subscription tiers, including the Action tier, enable you to connect your Google Ads account to the Solution using Google OAuth and Google API access, and to review, approve and separately confirm the execution of recommended changes to your Google Ads account, including changes to bid strategies, budgets, negative keywords, search terms, campaign settings and ad copy.

The Solution will not execute changes to your Google Ads account unless those changes are available under your Subscription tier and you have approved the relevant recommendation and separately confirmed that the change is to be applied. You are responsible for reviewing all recommendations and proposed changes before approval.

4.2 Accounts

To access and use the Solution, you must create and maintain an account through the Website (Account).

You must provide all information reasonably requested by us in connection with your Account and your use of the Solution, which may include personal and business information, contact details, billing details and information required to connect third-party services.

You warrant that all information you provide is accurate, complete and up to date, and you must promptly update any information that becomes inaccurate.

We may, in our discretion, accept or reject any Account registration and may suspend or refuse access to the Solution where we reasonably consider it necessary.

4.3 Disclaimer

You acknowledge and agree that:

1. the Solution provides automated outputs, including reports, scores, insights and recommendations, which are generated based on data from third-party platforms and user inputs, and are general in nature and do not constitute financial, marketing, legal or other professional advice;
2. we do not guarantee any outcomes from your use of the Solution, including in relation to advertising performance, return on investment, leads, revenue or business results;
3. the accuracy, completeness and usefulness of the Solution depends on the data made available to it, including data from third-party platforms such as Google Ads, and we do not warrant that such data or outputs will be accurate, complete or up to date;
4. you are solely responsible for reviewing all outputs and for all decisions and actions taken in connection with your advertising activities, including ad spend, campaign changes and implementation of any recommendations; and
5. any changes made to a Google Ads account through the Solution are based on recommendations, data and settings available at the time, and you remain responsible for the final approval, implementation and outcome of those changes.

The Solution may use artificial intelligence and automated systems to generate or assist with outputs, including ad copy, search term classifications, recommendations, report narratives, summaries, alerts and other marketing-related insights. You acknowledge that these outputs may be inaccurate, incomplete, outdated, misleading or unsuitable for your specific circumstances, and must be reviewed by you before being relied on or implemented.

4.4 Software

Subject to your compliance with these Terms and payment of all applicable Subscription Fees, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Solution during your Subscription Period for the number of permitted Users specified in your Subscription Tier, or if no number is specified, for one user.

We may release updates, upgrades or modifications to the Solution from time to time (Enhancements). Enhancements form part of the Solution and may be implemented without prior notice. You acknowledge that Enhancements may result in temporary downtime or changes to functionality, and no service credits or refunds will be provided in connection with such downtime.

We may modify, suspend or discontinue any feature or functionality of the Solution at any time on notice to you, including where required due to changes in third-party services or technical requirements.

4.5 Support Services

We will provide general support where reasonably necessary to assist with technical issues relating to the Solution (Support Services). Unless otherwise agreed in writing:

1. we will take reasonable steps to provide Support Services, however you must first take reasonable steps to resolve issues internally and we are not responsible for issues outside our control, including those caused by third-party services;
2. we will use reasonable efforts to respond to support requests, but we do not guarantee availability, response times or resolution times;
3. you are responsible for your internal administration of the Solution, including managing user access, maintaining security of login details and supporting your Users; and
4. you will not be entitled to any compensation for any delay, unavailability or failure of Support Services.

5. Data Hosting

We will store data you upload to the Solution, including data obtained from connected third-party services (User Data), using third-party hosting services selected by us (Hosting Services), subject to the following:

1. You acknowledge and agree that the Solution is hosted using cloud-based infrastructure. We will take reasonable steps to ensure that persistent User Data stored by our primary hosting provider is hosted in Australia. However, User Data and other information may be accessed, disclosed to, processed or temporarily stored by Third Party Services, subprocessors and service providers located outside Australia, including where required to provide the Solution, process payments, deliver emails, provide AI functionality, support integrations or operate connected services such as Google Ads.
2. While we take reasonable steps to select appropriate hosting providers, we do not warrant that the Hosting Services will be uninterrupted, error-free or continuously available, or that User Data will be accessible at all times.
3. We will take reasonable steps to protect User Data using appropriate technical and organisational security measures. However, to the maximum extent permitted by law, we are not liable for any unauthorised access to, use of, loss of, or damage to User Data, including where caused by third-party providers, cyber security incidents or other events beyond our reasonable control.
4. You acknowledge that the Solution relies on third-party infrastructure and services, and we do not control those services or their security practices.
5. While we may implement backup processes, we do not guarantee the availability, integrity or completeness of any backups, and you are responsible for maintaining your own copies of any critical User Data.

6. Client Obligations

You agree to:

1. provide all information, documentation and assistance reasonably required by us to provide the Solution; and
2. provide and maintain all necessary access to third-party services and accounts connected to the Solution, including Google Ads accounts, and ensure that such access is lawful and authorised. You must not provide login credentials unless expressly requested by us.

Where possible, you must provide access via secure authentication methods such as Google OAuth. You authorise us, through the Solution, to access, retrieve and process Google Ads account data and, where your Subscription tier permits, to apply changes to your Google Ads account that you have approved and separately confirmed through the Solution.

If your access to any connected third-party service or account, including a Google Ads account, is revoked, disconnected, unavailable, expired, restricted or otherwise fails, you acknowledge that some or all features of the Solution may be unavailable, delayed or unable to operate correctly. To the maximum extent permitted by law, we are not liable for any loss, failed report, failed recommendation, failed optimisation, delay, interruption, missed opportunity or other issue arising from or connected with any revoked, disconnected, unavailable, expired, restricted or failed access.

6.1 Client Material

You warrant that all information, data and materials you provide or make available in connection with the Solution (Client Material) is accurate, complete and up to date, and that you have all necessary rights and permissions to provide that Client Material.

To the maximum extent permitted by law, we are not liable for any loss or damage arising from or in connection with the Solution to the extent caused or contributed to by any Client Material that is inaccurate, incomplete, out of date or misleading.

6.2 Your Obligations

You must comply and must ensure that all your personnel and Users comply, with these Terms at all times. You are responsible for all use of the Solution under your Account.

You must not, and must not permit any person to:

1. use the Solution in any way that is unlawful, fraudulent or misleading, or for any purpose other than its intended purpose;
2. upload, transmit or otherwise make available any Material that is illegal, offensive, harmful or infringes the rights of any third party;
3. upload or use any data or content that you do not have the right to use, including third-party advertising accounts or data without proper authority;
4. interfere with, disrupt or compromise the security, integrity or performance of the Solution or any third-party services connected to it;
5. copy, reproduce, modify, adapt, reverse engineer or create derivative works from the Solution or any part of it;
6. access or use the Solution to build a competing product or service;
7. share Account access details or allow unauthorised access to the Solution;
8. exceed any usage limits, including the permitted number of Users under your Subscription; or
9. use the Solution in a way that could harm our reputation or the operation of the Solution.

You must not:

1. connect any Google Ads account to the Solution unless you have full authority to access, manage and authorise changes to that account;
2. approve or confirm any recommendation or change through the Solution unless you have reviewed it and are satisfied it is appropriate for the relevant Google Ads account;
3. use the Solution to apply changes to any Google Ads account in breach of Google’s terms, policies or applicable laws; or
4. interfere with, revoke or restrict Google OAuth or API access in a way that prevents the Solution from operating, unless you understand that doing so may limit or disable functionality.

You must promptly notify us if you become aware of any unauthorised use of your Account, any security breach, or any misuse of the Solution.

We may suspend or terminate your access to the Solution if we reasonably believe that you have breached this clause.

7. Fees and Payment

7.1 Trial Period

We may offer a free trial period for the Solution (Free Trial Period). No Subscription Fees are payable during the Free Trial Period. Unless you cancel before the end of the Free Trial Period, your Subscription will automatically convert to a paid Subscription and your first payment will be charged immediately following the expiry of the Free Trial Period.

7.2 Subscription Fees

1. You must pay the fees specified for your Subscription Tier on our Website or as otherwise agreed in writing (Subscription Fees).
2. All Subscription Fees are payable in advance and are non-refundable except as required by law or as expressly stated in these Terms.
3. Unless otherwise stated on the Website, Subscription Fees are charged on a recurring basis aligned with your Subscription Period, with the first payment due on the commencement of your Subscription (or immediately following any Free Trial Period) and subsequent payments due at the start of each Renewal Period.

7.3 Automatic Recurring Billing

1. Your Subscription will automatically renew on an ongoing basis unless you cancel in accordance with these Terms.
2. By subscribing, you authorise us or our payment processor to automatically charge the applicable Subscription Fees to your nominated payment method at the start of each Subscription Period or Renewal Period.
3. You are responsible for ensuring that your payment details are current and valid. You remain liable for all recurring charges until your Subscription is cancelled.

7.4 Grace Period

If you do not cancel your Subscription prior to a Renewal Period and are charged Subscription Fees, you may cancel within 10 Business Days from the date of renewal (Grace Period). If you cancel within the Grace Period, you may request a refund of the applicable renewal fees by contacting us through the Solution or Website.

7.5 Changes to Subscription Fees

We may change Subscription Fees from time to time by providing at least 30 days’ notice. If you do not cancel your Subscription before the updated fees take effect, you will be deemed to have accepted the new Subscription Fees. The Grace Period will apply to the first renewal at the updated price.

7.6 Late Payments

If any Subscription Fees are not paid when due, we may suspend or restrict your access to the Solution until payment is received.

7.7 GST

All fees are inclusive of GST unless otherwise stated. We will provide a valid tax invoice showing the GST component of each charge.

7.8 Card Surcharges

We may apply a surcharge for payments made using credit cards or other payment methods, to the extent permitted by law.

7.9 Online Payment Provider

1. We may use third-party payment providers to process payments (Payment Provider).
2. Payment processing is subject to the terms and privacy policies of the Payment Provider. By making a payment, you agree to be bound by those terms.
3. To the maximum extent permitted by law, we are not liable for any loss arising from the acts or omissions of any Payment Provider, including any payment processing errors, delays or security breaches.
4. We may correct, or direct our Payment Provider to correct, any errors in the processing of payments.
5. If you do not agree to the terms of any Payment Provider, you must not proceed with payment and we will be unable to provide the Solution.

7.10 Credits and Failed Reports

1. If an on-demand report, ad-hoc report, health check or similar credit-based feature fails because access to a connected Google Ads account has been revoked, disconnected, expired or become unavailable, we may refund or reinstate the relevant credit to your Account.
2. We are not required to refund or reinstate credits where the failure is caused or contributed to by your acts or omissions, inaccurate or incomplete Client Material, unavailable Third Party Services, Google Ads errors, account restrictions, policy issues, insufficient permissions, or any other matter outside our reasonable control.

8. Intellectual Property and Data

8.1 Platform IP

1. We own or license all rights, title and interest in and to the Solution, including all software, algorithms, reports, scoring systems, methodologies, designs, text, graphics and other materials made available through the Solution (Platform IP).
2. Except as expressly set out in these Terms, nothing grants you any right, title or interest in the Platform IP.
3. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Solution and any outputs generated by the Solution for your internal business purposes during your Subscription Period.
4. You must not copy, reproduce, modify, adapt, distribute, sell or create derivative works from the Platform IP or the Solution, except as permitted under these Terms or required by law.

8.2 User Data

1. You retain ownership of all data, information and materials you input into the Solution or connect via third-party services, including Google Ads (User Data).
2. You grant us a non-exclusive, royalty-free, worldwide licence to use, host, store, reproduce, process and analyse User Data to the extent reasonably required to:
   1. provide, operate and improve the Solution;
   2. generate outputs, insights and recommendations; and
   3. use de-identified or aggregated User Data to monitor, maintain, develop and enhance the Solution, including its scoring models, reporting logic, recommendations framework, workflows, quality controls and internal machine learning processes, provided that we will not use User Data to train third-party artificial intelligence models unless you have expressly agreed or we have otherwise notified you in accordance with these Terms and our Privacy Policy.
3. We may use User Data in aggregated and de-identified form for analytics, benchmarking and product improvement purposes.
4. You warrant that you have all necessary rights, consents and authority to provide User Data to us and to permit us to use it in accordance with these Terms.
5. You are responsible for the accuracy, quality and legality of User Data and for ensuring that it complies with all applicable laws.
6. We may remove or restrict access to any User Data where we reasonably consider it necessary to comply with law, enforce these Terms or protect the integrity of the Solution.
7. To the maximum extent permitted by law, we are not liable for any loss or damage arising from or in connection with User Data, including any inaccuracy, incompleteness or unavailability of User Data.

9. Third Party Software and Terms

9.1 Third Party Terms

1. The Solution relies on and integrates with third-party services, including Google Ads and related platforms (Third Party Services). Your use of the Solution may be subject to the terms and conditions of those Third Party Services (Third Party Terms).
2. You agree to comply with all applicable Third Party Terms. Where required, we will make relevant Third Party Terms available to you or direct you to where they can be accessed.
3. We do not control and are not responsible for Third Party Services or Third Party Terms, and to the maximum extent permitted by law, we are not liable for any loss, damage or liability arising from or in connection with any Third Party Services or Third Party Terms.
4. If you do not agree to any applicable Third Party Terms, you must not use the relevant parts of the Solution, and this may limit or prevent your use of the Solution.

9.2 Third Party Integrations

1. You acknowledge that the Solution depends on Third Party Services, including APIs, data feeds and integrations, and that these services may change, be unavailable or contain errors outside our control.
2. We do not warrant that integrations between the Solution and any Third Party Services will be uninterrupted, secure or error-free.
3. We are not responsible for the performance, availability, accuracy or functionality of any Third Party Services, or for any impact on the Solution caused by those services.
4. You must not modify, interfere with or attempt to alter the operation of the Solution through unauthorised integrations, code changes or use of third-party tools not approved by us.
5. If you implement or enable any unauthorised integrations or modifications to the Solution (User Changes):
   1. you acknowledge that such User Changes may affect the performance, security or availability of the Solution;
   2. you are responsible for any loss or damage arising from or in connection with those User Changes;
   3. we are not liable for any failure or degradation of the Solution caused or contributed to by User Changes;
   4. we may require you to remove or disable any User Changes; and
   5. we may suspend your access to the Solution until the issue is resolved.

10. Confidentiality

1. Each party must keep confidential all Confidential Information of the other party and must not use or disclose that Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms, or with the prior written consent of the disclosing party.
2. Each party may disclose Confidential Information to its personnel, contractors and professional advisers on a need-to-know basis, provided that such persons are bound by confidentiality obligations no less restrictive than those set out in these Terms.
3. The obligations in this clause do not apply to information that:
   1. is or becomes publicly available other than through a breach of these Terms;
   2. was already lawfully known to the receiving party before disclosure;
   3. is received from a third party without restriction and without breach of any obligation; or
   4. is required to be disclosed by law or a regulatory authority, provided that the disclosing party is given notice where reasonably practicable.
4. Each party must promptly notify the other party if it becomes aware of any actual or suspected unauthorised access to, use or disclosure of Confidential Information and must take reasonable steps to mitigate and remedy any such issue.
5. Each party must, on request or on termination of these Terms, return or destroy the other party’s Confidential Information, except to the extent it is required to be retained by law or stored in routine backups.

11. Privacy

1. We collect, use, disclose and store personal information in connection with providing the Solution, including to establish and manage your Account, provide the Solution, communicate with you, and for the purposes set out in our Privacy Policy.
2. You acknowledge and agree that your use of the Solution may involve the collection and processing of personal information relating to you and your Users, including data obtained from Third Party Services such as Google Ads, in accordance with our Privacy Policy available at https://www.viacmo.com.au/privacy-policy.
3. You must ensure that you have all necessary rights, consents and authority to provide personal information to us, including any personal information relating to your Users or third parties, and to permit us to collect, use, disclose and process that information in accordance with these Terms and our Privacy Policy.
4. You acknowledge and agree that we may disclose personal information to third party service providers, including hosting providers and Third Party Services, some of which may be located outside Australia.
5. You acknowledge that we may disclose User Data and personal information to third-party service providers and subprocessors who assist us to provide, operate, secure and improve the Solution. These may include hosting providers, Google and Google Ads services, payment providers such as Stripe, artificial intelligence providers, email delivery providers, workflow automation providers, analytics providers, support providers and other technical service providers.

12. Liability

12.1 Warranties and Limitations

We warrant that, during the Subscription Period:

1. the Software will perform substantially in accordance with the Documentation; and
2. we will provide the Solution with due care and skill.

You acknowledge and agree that:

1. the Solution provides automated insights, reports, scores, grades, alerts, recommendations, search term classifications, report narratives, summaries, ad copy and other outputs based on data from Third Party Services and User Data;
2. the Solution may use artificial intelligence and automated systems to generate or assist with outputs, including ad copy, search term classifications, recommendations, report narratives, summaries, alerts and marketing-related insights;
3. the Solution is general in nature and does not constitute financial, marketing, business, legal or other professional advice;
4. we do not guarantee any particular outcomes, including in relation to advertising performance, return on investment, leads, revenue, account performance or campaign performance;
5. AI-generated outputs and other outputs of the Solution may be inaccurate, incomplete, outdated, misleading, unsuitable for your specific circumstances or delayed; and
6. you are solely responsible for reviewing and determining whether to rely on, approve, confirm, implement or otherwise act on any outputs, recommendations, ad copy, search term classifications, reports, scores, grades, alerts or changes generated or suggested by the Solution.

We will use reasonable efforts to correct reproducible errors or defects in the Software notified to us, except where such issues arise from:

1. Third Party Services, including Google Ads;
2. misuse of the Solution; or
3. use of the Solution other than in accordance with these Terms or the Documentation.

You acknowledge that the Solution depends on Third Party Services and data, and that:

1. the Solution may be unavailable from time to time;
2. outputs, reports, recommendations, AI-generated outputs, ad copy, search term classifications, scores, grades, alerts or other outputs may be incomplete, inaccurate, unsuitable, outdated or delayed; and
3. we do not warrant that the Solution will be uninterrupted, error-free or fit for any particular purpose.

To the maximum extent permitted by law, all express or implied warranties, representations and guarantees not expressly stated in these Terms are excluded.

Nothing in these Terms excludes, restricts or modifies any rights or remedies you may have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law.

12.2 Liability

1. To the maximum extent permitted by law, and subject to clause 12.2(b), the total aggregate liability of each party for all claims arising in connection with these Terms or the Solution is limited to the total Subscription Fees paid by you in the 12 months preceding the event giving rise to the liability.
2. Clause 12.2(a) does not apply to your liability arising from:
   1. breach of clause 8 (Intellectual Property and Data);
   2. breach of clause 10 (Confidentiality); or
   3. your misuse of the Solution or breach of these Terms.

12.3 Consequential Loss

To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special or consequential loss, or any loss of profit, revenue, business, goodwill, data or anticipated savings, arising in connection with these Terms or the Solution, even if advised of the possibility of such loss, except:

1. in relation to liability that cannot be excluded by law; or
2. in relation to your liability under clause 12.2(b).

13. Upgrades and Downgrades

1. You may request to upgrade or downgrade your Subscription Tier or the permitted number of Users at any time by notifying us.
2. If you upgrade your Subscription:
   1. we will take reasonable steps to provide you with access to the upgraded Subscription Tier or additional Users as soon as reasonably practicable; and
   2. the increased Subscription Fees will apply from the date the upgrade is implemented, or as otherwise notified to you, and will continue for each subsequent monthly billing cycle or Renewal Period.
3. If you downgrade your Subscription or number of Users:
   1. the downgrade will take effect from the start of the next Renewal Period or monthly billing cycle, unless we agree otherwise; and
   2. no refunds, credits or pro-rata adjustments will be provided for any unused portion of the current Subscription Period.
4. You acknowledge that downgrading your Subscription may result in reduced functionality, loss of features, or removal or inaccessibility of User Data, reports or historical information, and to the maximum extent permitted by law, we are not liable for any such loss.
5. It is your responsibility to export or retain any User Data, reports or historical information you require before any downgrade takes effect, as that data or information may be removed, become inaccessible or no longer be available after the downgrade.

14. Cancellation

14.1 Cancellation for Convenience

You may cancel your Subscription for convenience at any time by giving us written notice. Unless otherwise agreed by us in writing, cancellation will take effect at the end of the then-current Subscription Period or Renewal Period, and you will continue to have access to the Solution until that date, subject to these Terms.

14.2 Termination for Breach

1. Either party may terminate this agreement by written notice if the other party commits a material breach of these Terms and fails to remedy that breach within 10 Business Days after receiving notice requiring it to do so.
2. We may suspend or terminate your access to the Solution immediately if:
   1. you breach these Terms in a manner that is serious, repeated or incapable of remedy;
   2. your use of the Solution poses a security risk or may adversely impact the Solution or other Users; or
   3. you fail to pay any Subscription Fees when due.

14.3 Effect of Termination

Upon termination of this agreement:

1. your access to the Solution, including your Account and User Data, will cease;
2. we will de-identify or aggregate your User Data in accordance with our data retention practices and may retain such de-identified or aggregated data indefinitely as permitted by clause 8. We are not responsible for retaining User Data in an identifiable or customer-accessible form after termination;
3. you remain liable for all Fees incurred up to the effective date of termination, and, to the maximum extent permitted by law, any Fees paid are non-refundable; and
4. any provisions which by their nature are intended to survive termination will continue to apply, including those relating to intellectual property, confidentiality, liability and indemnities.

You are responsible for exporting or retaining any User Data, reports or historical information you require before cancellation or termination takes effect. After cancellation or termination, your access to the Solution, User Data, reports and historical information may be removed, restricted or made unavailable.

15. Dispute Resolution

1. A party must not commence court proceedings in relation to any dispute arising out of or in connection with these Terms unless it has complied with this clause, except where it seeks urgent interlocutory or injunctive relief.
2. A party claiming that a dispute has arisen must give the other party written notice setting out reasonable details of the dispute.
3. Within 5 Business Days of the notice being given, the parties must meet or otherwise communicate to attempt to resolve the dispute in good faith.
4. If the dispute is not resolved within 14 days after the notice is given, or such other period agreed in writing, either party may commence legal proceedings.

16. Force Majeure

1. We are not liable for any delay or failure to perform our obligations under these Terms to the extent such delay or failure is caused by a Force Majeure Event.
2. If a Force Majeure Event occurs, we will use reasonable efforts to notify you as soon as practicable, including details of the event and the expected impact on our ability to perform our obligations.
3. Our affected obligations will be suspended for the duration of the Force Majeure Event to the extent they are impacted.
4. A Force Majeure Event means any event or circumstance beyond our reasonable control, including:
   1. acts of God, natural disasters, fire, flood, storm or earthquake;
   2. war, terrorism, civil unrest or government action;
   3. epidemic or pandemic;
   4. failures or disruptions to utilities, telecommunications networks or the internet; and
   5. failures, outages or changes in Third Party Services, including Google Ads or related APIs.

17. Notices

1. A notice or other communication under these Terms must be in writing and in English, and must be sent by email to the recipient’s nominated email address.
2. Your nominated email address is the email address associated with your Account, or any updated email address notified by you to us. Our nominated email address is as set out on our Website or otherwise notified to you.
3. A notice sent by email is taken to be received:
   1. 24 hours after the time it is sent, unless the sender receives an automated message indicating that the email has not been delivered; or
   2. when the recipient responds to the email, whichever occurs first.
4. If receipt under clause 17(c)(i) occurs on a day that is not a Business Day, the notice is taken to be received on the next Business Day.

18. General

18.1 Governing Law and Jurisdiction

This agreement is governed by the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the courts of Victoria and the Commonwealth of Australia in respect of any dispute arising out of or in connection with this agreement.

18.2 Waiver

A right under these Terms may only be waived in writing signed by the party granting the waiver, and any failure or delay in exercising a right does not operate as a waiver of that right.

18.3 Severance

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision will be severed to the extent necessary and the remaining provisions will continue in full force and effect.

18.4 Joint and Several Liability

An obligation or liability of two or more persons binds them jointly and severally.

18.5 Assignment

You must not assign, transfer or otherwise deal with your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms on notice to you.

18.6 Entire Agreement

These Terms constitute the entire agreement between the parties in relation to their subject matter and supersede all prior discussions, negotiations or agreements.

18.7 Interpretation

• Words in the singular include the plural and vice versa.
• A reference to currency is to Australian dollars.
• A reference to a person includes an individual, corporation, trust, partnership, joint venture, government authority or other entity.
• A reference to a party includes its successors and permitted assigns.
• Headings are for convenience only and do not affect interpretation.
• The words “including” or similar expressions are not words of limitation.

Definitions