Definitions

The following capitalized terms shall have the meaning set forth below. Other defined terms shall have the meanings set forth where they are first underlined.

1. “Affiliate” means an entity that controls, is controlled by, or is under common control with User, where “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the relevant entity.
2. “Cloud Subscription” means the User’s right to access and use the Law-Whiz Cloud Services on a subscription basis where applicable.
3. “Law-Whiz Cloud Services” means the online services operated by Law-Whiz that is powered by proprietary Law-Whiz technology which provides a web-based platform to manage work task relationships with other Law-Whiz Users. Law-Whiz platform uses data storage and integration capabilities including but not limited to data migration, data synchronization, data quality actions, or applications and event -based integrations and notifications.
4. “Metadata” means technical information about the services in the cloud, including logs, metrics, and audit trail events used by Law-Whiz to analyze the performance of the Law-Whiz platform and/or the Law-Whiz Cloud Services.
5. “Parties” means Law- Whiz Pty Ltd and the User to this agreement.
6. “Platform Cloud Subscription” means User’s right to use the applicable Law-Whiz Cloud Services with no other person or Affiliate.
7. “Subscription Term” means the minimum period of 1 month for which a Cloud Subscription is applicable and valid and shall continue thereafter unless the subscription is terminated by giving 30 days prior notice before the end of the Subscription Term.
8. “User” means and includes persons who each have a license or otherwise subscription to use the Law- Whiz Cloud Services.

Grant of Licence.

Subject to the Terms and Conditions of this Agreement, Terms of Use and Privacy Policy (collectively the Agreement) Law-Whiz hereby grants User a non-exclusive, non-transferable, non-assignable, limited right to use the Law-Whiz Cloud Services during the period the User remains an active registered User or for the applicable Subscription Term, solely for User’s own purposes and not for any other commercial use. User may not, and may not cause or permit others to:

1. permit other non-User’s to use the Law-Whiz Cloud Services;
2. remove or modify any program or services markings or any notice of Law-Whiz’s or its Licensor’s proprietary rights;
3. make the Law-Whiz Cloud Services, including any Law-Whiz programs or materials to which User is provided access, available in any manner to any third party;
4. modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the Law-Whiz Cloud Services,
5. disclose results of any benchmark tests or performance tests of the Law-Whiz Cloud Services without Law-Whiz’s prior written consent; and
6. sublicense, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Law-Whiz Cloud Services or materials available, to any third party, except as expressly provided under this Agreement.

(If User has downloaded any Law-Whiz Software as part of the Law-Whiz Cloud Services, such Law-Whiz Software shall be licensed in accordance with the terms of this Agreement).

Account Access & Data.

1. User will be assigned a unique identity and password to access the Law-Whiz Cloud Services. The Law-Whiz Cloud Services may be accessed by no more than the total number of Users for which User has registered for use or otherwise purchased a subscription for use of such Law-Whiz Cloud Services. (Each User will have its own identity and password provided by Law-Whiz Cloud Services).
2. User shall be responsible for identifying and authenticating its access, for approving access by such User’s to the Law-Whiz Cloud Services, for controlling against unauthorized access by such Users, and for maintaining the confidentiality of user names, passwords and account information. Law-Whiz is not liable for any harm caused by User, including individuals who were not authorized to have access to the Law-Whiz Cloud Services.
3. User shall be responsible for all activities that occur under User’s passwords or accounts or as a result of Users access to the Law-Whiz Cloud Services.
4. Furthermore, User agrees not to transmit or store infringing, obscene, threating, libelous, or otherwise unlawful or offensive Content, materials or information that violates the privacy rights of any person or to transmit or store material containing software virus, worms, trojan horses or other harmful computer code when using the Law-Whiz Cloud Services.
5. User agrees that User shall abide by all applicable local, state, national and international laws and regulations in connection with User’s use of the Law-Whiz Cloud Services, including those related to taxes, data privacy and the transmission of technical or personal data.
6. Law-Whiz does not own or accept any liability or responsibility for any Content, data or material that User processes or submits to the Law-Whiz Cloud Services in the course of User’s use of such services. Law-Whiz will have no access to any User data until User transmits such data through its firewall to the Law-Whiz Cloud Services. Law-Whiz shall not be liable or responsible for the deletion, correction, destruction, damage, loss or failure to store any User data. User shall be fully responsible for all internet access and connectivity issues to the Law-Whiz Cloud Services.
7. User shall be responsible and agrees that the content that User submits, posts or displays shall:
   1. be true, accurate, complete and lawful;
   2. not be false, misleading or deceptive;
   3. not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
   4. not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
   5. not violate the Terms, or any applicable policies and Agreements
   6. not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
   7. not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
8. User shall be responsible and further agrees:
   1. to carry on activities on Law-Whiz Cloud Services in compliance with any applicable laws and regulations;
   2. to conduct business transactions with other Users on Law-Whiz Cloud Services in good faith;
   3. to carry on activities in accordance with the Terms;
   4. not use the Law -Whiz Cloud Services to defraud any person or entity;
   5. not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
   6. not engage in spamming or phishing;
   7. not engage in any other unlawful activities or encourage or abet any unlawful activities;
   8. not involve attempts to copy, reproduce, exploit or expropriate Law-Whiz’ proprietary directories, databases and listings and any other copyright or intellectual property;
   9. not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
   10. not involve any scheme to undermine the integrity of the data, systems or networks used by Law-Whiz Cloud Services or gain unauthorized access to such data, systems or networks;
   11. User not, and your director(s), officer(s), controlling party(s), affiliates and legal jurisdiction (in which any of the foregoing persons or entities is organized or has operations) are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
   12. not to engage in any activities that would otherwise create any liability for Law-Whiz or our affiliates.
9. Users are prohibited to engage in activities which are identical or similar to Law-Whiz business processes which is subject to a pending patent application owned by the Licensor.

Fees, Payment and Taxes

1. Fees. Subject to User role, User agrees to pay Law-Whiz the applicable fees in accordance with the fees as set out on its pricing page which are subject to changes from time to time.  All monetary amounts are specified and shall be paid in the lawful currency stipulated therein.
2. Taxes. All amounts payable by User to Law-Whiz under this Agreement are exclusive of any tax, levy, VAT or other relevant governmental charge that may be assessed by any jurisdiction (Taxes).

Transaction between Users

1. Law-Whiz provides electronic web-based platforms for inter alia connecting Lawyers/Attorneys with Other Professionals, Barristers with Lawyers/ Attorneys and Corporates. Law-Whiz Cloud Services uses a third -party transaction platform for Users to conclude their payment transactions. However, for any Law-Whiz Cloud Services, Law-Whiz does not represent either party in specific transactions and is NOT their agent or an auctioneer.
2. Law-Whiz does not control and is not liable to or responsible for the quality, safety, delivery, lawfulness or availability of the briefs or matters added on the Law-Whiz platform by any party seeking the service or the ability of the service provider to complete the task or the ability of party seeking the service to complete a purchase.
3. A User who applies on a  matter or invitation to accept a matter takes full responsibility before proceeding to the payment of the matter.
4. To the extent that Law-Whiz can limit the risk of improper use of the platform by Users, it has integrated third party payment platforms to: (a) authenticate the Users through their banking details and company profiles, and (b) to seek practitioner identification numbers upon registrations where applicable.
5. Transactional risk – Notwithstanding the foregoing, regardless of the systems put into place to minimise the transactional risk , each User acknowledges that it is fully assuming and accepting of the full risks of conducting any business in connection with using the Law-Whiz Cloud Services, and that it is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to services that are the subject of transactions using the Law-Whiz Cloud Services.
   1. Such risks shall include, but are not limited to, misrepresentation of services, misrepresentation of matters or identity, fraudulent representations of the services, unsatisfactory quality, failure to meet specifications, delay or default in delivery of briefs or payment for the services after being briefed, cost miscalculations, breach of warranty, breach of contract and non -delivery of documents. Such risks also include the risks that, end-users of services or others claiming to have suffered injuries or harms relating to services originally obtained by Users of the Law-Whiz Cloud Services as a result of using or in connection with using the Law-Whiz Cloud Services may suffer harms and/or assert claims arising from their use.
   2. Each User agrees that Law-Whiz shall not be liable or responsible for any damages direct or consequential, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
6. Users are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Law-Whiz Cloud Services including, without limitation, their respective terms regarding payment, returns, warranties, courier, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
7. User agrees to provide all information and materials as may be reasonably required by Law-Whiz in connection with the User’ transactions conducted on, through or as a result of use of the Law-Whiz Cloud Services.
8. Law-Whiz has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials.
9. In the event that any User has any dispute, claim, issue, demand, notice with any party to a transaction, such User agrees to release and indemnify Law-Whiz (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction, representation and communication.
10. In the event of any disputes being lodged, User will be responsible and pay for any fees deducted by the third party payment gateway upon lodgement of the dispute with Law-Whiz Cloud Services.

Breach by User

1. If any User is found to be in breach of the Terms, or if Law-Whiz has reasonable grounds to believe that a User is in breach of any Terms, Law-Whiz in its sole discretion, shall without any limitation have the right to:
   1. suspend or terminate forthwith the User’ account and any and all accounts linked to that User and take any action to seek the applicable relief (if necessary) to enforce the Terms of this Agreement;
   2. (ii) restrict, or deny access to current or future use of any Law-Whiz Cloud Services;
   3. remove any matter listings or other User material content that the User has submitted, posted or displayed, or imposing restrictions on the number of added matters or User Content that the User may post or display;
   4. impose other restrictions on the User’ use of any features or functions of any Law-Whiz Cloud Service as Law-Whiz may consider appropriate; and
   5. take any other corrective actions which may be required, necessary or appropriate.
2. Without limiting the generality of the provisions of the Terms herein, a User would be deemed to be in breach of the Terms in any of the following circumstances:
   1. Any act or conduct contrary to the Terms with Law-Whiz.
   2. Upon complaint or claim from any User of either a non- payment, non-delivery of a brief/ matter and after making reasonable enquiries of the transactions and communications entered on the Law-Whiz Cloud Services, Law-Whiz has reasonable grounds to believe that such User has wilfully or materially failed to perform its duties.
   3. Law-Whiz has reasonable grounds to suspect that a User entered, provided false or misleading information in any transaction with another User.
   4. Law-Whiz has reasonable grounds to suspect that any information provided by the User is not current or complete or is untrue, inaccurate, or misleading, or
   5. Law-Whiz believes that the User’s actions may cause financial loss or legal liability to Law-Whiz or our affiliates or any other Users.
3. Each User agrees to indemnify Law-Whiz, its directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from a User’ submission, posting, matters or display of any User Content, from use of the Law-Whiz Cloud Services, or from User’ breach of the Terms.

Ownership.

Law-Whiz and its Licensor retain all ownership and intellectual property rights to the Law-Whiz Cloud Services, including pending patent applications, any patents granted thereon, registered global trademarks ensured or otherwise pending applications, copyright in material on the Law-Whiz website, or other internet sites to which it controls and derivative works thereof or modifications or improvements thereto and no other license to the Law-Whiz Platform is granted to User by implication, estoppel or otherwise.

Service Availability.

Law-Whiz will use commercially reasonable efforts to make the Law-Whiz Cloud Services available 24 hours a day, 7 days a week, except for: (a) scheduled downtime or (b) any unavailability caused by circumstances beyond Law-Whiz’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or internet service provider failures or delays.

Services Warranty.

Law-Whiz represents and warrants that it will provide the Law-Whiz Cloud Services in a manner consistent with general industry standards under normal use and circumstances.

Warranty Disclaimer and Limitations.

Save for what is set forth in clause 9 above, the Law-Whiz Cloud Services are provided “as is” without warranty of any kind, and Law-Whiz make no warranties whether expressed, implied or statutory regarding or relating to the Law-Whiz Cloud Services furnished or provided to User under this agreement. To the maximum extent permitted under applicable law, Law-Whiz and its Licensor specifically disclaim all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement with respect to the Law-Whiz Cloud Services provided by Law-Whiz hereunder, and with respect to the use of the foregoing. Further, Law-Whiz does not warrant results of use or that the Law-Whiz Cloud Services will be error free or that the User’s use of the Law-Whiz Cloud Services will be uninterrupted. Law-Whiz uses a global third-party data center to host the Law-Whiz Cloud Services. User acknowledges that Law-Whiz does not control the transfer of data over such third party facilities, including the internet, and that the Law-Whiz Cloud Service may be subject to limitations, delays, and other problems inherent in the use of such third party facilities. Law-Whiz is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Limitation of Liability

1. Disclaimer of Certain Damages.

   In no event shall User or Law-Whiz or its Licensor be liable for any loss of profits, loss of use, business interruption, loss of data, cost of substitute goods or services, or for any indirect, special, incidental or consequential damages of any kind in connection with or arising out of the use or inability to use the Law-Whiz Cloud Services, whether alleged as a breach of contract or tortious conduct, including negligence, misrepresentation or even if a party has been advised of the possibility of such damages.  The Law-Whiz Cloud Services may be subject to limitations, delays, inaccessibility and other problems inherent in the use of the internet. Law-Whiz is not responsible and disclaims all liability for any delays, failures or damages resulting from such problems.

   Users are fully responsible for internet access and connectivity issues. The limitations of liability set forth in this Section 10.1 shall not apply to a breach through gross negligence or intentional misconduct by User of the scope of the license granted in Section 2 or to a breach by either Party of its obligations under this Agreement.

2. DAMAGES CAP.

   LAW-WHIZ OR ITS LICENSOR’S AGGREGATE, CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED OR OTHERWISE BE LIMITED TO THE AMOUNT OF $300 OR ANY APPLICABLE MONTHLY SUBSCRIPTION FEE.

3. ACKNOWLEDGMENT

   USER AGREES THAT THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

User Indemnification.

User shall indemnify and hold Law-Whiz, its Licensor and its subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including its full legal fees and expenses on an indemnity basis or as incurred/spent by Law- Whiz ) arising out of or in connection with the claim of a third party or data subject alleging that the User data or its use has infringed the rights of, defamed or otherwise caused harm to, a data subject or third party, or violated applicable law; provided in any such case that Law-Whiz :

1. gives written notice of the Claim promptly to User or the appropriate User representative;
2. gives User sole control of the defense and settlement of the Claim (provided that any settlement releases Law-Whiz of all liability and such settlement does not affect Law-Whiz’s business);
3. provides User all available information and assistance reasonably requested; and
4. has not compromised or settled such Claim.

Privacy; Security; Disclosures. 

Law-Whiz’s privacy and security policies may be viewed at http://www.law-whiz.com. Law-Whiz reserves the right to modify its privacy and security policies from time to time or as required by applicable law. The Law-Whiz Cloud Services follows best practices for data security, using a third-party data center that is independently audited and certified as its host. (Compliance standards for such third party facility may be found at http://aws.amazon.com/compliance/ and http://aws.amazon.com/compliance/iso-27001-faqs/).  Law-Whiz occasionally may need to notify all Users of the Law-Whiz Cloud Services of important announcements regarding the operation of the Law-Whiz Cloud Services, and may do this online or via email.

Term and Termination for Subscription Users.

The Term of the Law- Whiz Cloud Services for Subscriptions only shall be for a period of 1 month which will be renewed automatically at the end of the Subscription Term unless User agrees to terminate the Law- Whiz Cloud Services by giving one months’ prior notice before the Subscription Term. In such case, the terms and conditions of this Agreement shall remain in full force and effect throughout the duration of the extended Subscription Term (s). 

Should the User terminate the Law- Whiz Cloud Services within a month prior to the expiration of the Subscription Term, User’s Cloud Subscription will cease, unless User and Law-Whiz have agreed to extend the applicable Subscription Term under this Agreement. In such case, the terms and conditions of this Agreement shall remain in full force and effect throughout the duration of the extended Subscription Term. 

Suspension of the Law-Whiz Cloud Services.

In addition to its other rights under this Agreement, Law-Whiz may suspend User’s access to the Law-Whiz Cloud Services upon written notice to: (a) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (b) for User’s freeze/cancelation/hold of direct debit facilities or for (c) any unauthorized use of the Law-Whiz Cloud Services by User or any of its End Users. If suspended, Law-Whiz will promptly restore use of the Law-Whiz Cloud Services to User as soon as the event giving rise to the suspension has been resolved to Law-Whiz’s satisfaction.

Survival.

The relevant Terms of this Agreement shall survive any termination or expiration of this Agreement.

Governing Laws, Jurisdiction and Notices.

This Agreement shall be governed by the laws of the Commonwealth of Australia and each Party unequivocally submits to both the Laws and the Courts of Victoria in Australia. Any dispute regarding the interpretation, the performance or the termination of this Agreement which is not resolved amicably by the Parties shall be subject to the exclusive jurisdictions of the Courts of Victoria in Australia.

Miscellaneous

1. Assignment. User may not assign this Agreement, in whole or in part, without the prior written consent of Law-Whiz. Any assignment in violation of this Section 18.1 shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns.
2. Legal Fees. In any judicial proceeding between User and Law-Whiz arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover all expenses incurred as a result of the proceeding, including all legal fees.
3. Force Majeure. Neither Party will be liable for, or be considered to be in breach of or default under this Agreement, other than monetary obligations, as a result of any cause or condition beyond such Party’s reasonable control.
4. Non-waiver. Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party’s right to assert or rely upon such provision, right or remedy in that or any other instance.
5. Language. The governing language of this Agreement shall be English. Any translation of this Agreement is made for information purposes only and the English language version shall prevail.
6. Entire Agreement. This Agreement, any Order Form accepted by the Parties that references this Agreement (which is hereby incorporated herein by this reference), completely and exclusively state the entire agreement of the Parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the Parties, oral or written, regarding such subject matter.