Here at OscilloSoft we are very serious about providing great services to you and your business that improve your life and are safe, reliable and constantly improving. Use of our online integration software, our web site and any other services we offer ("Services") are subject to the following conditions Terms of Service ("Terms")
1.1.2 Basic Terms
1. OscilloSoft reserves the right to vary these Terms from time to time.
2. If there are changes to charges then they will be effective at least 14 days from posting to this same page. Use of the service after that date constitutes acceptance of the amended Terms and Conditions.
3. These Terms and Conditions supersede prior agreements.
4. These Terms and Conditions are governed by the laws of New South Wales, Australia, and all parties submit to the non-exclusive jurisdiction of the courts of this State.
5. In all our agreements the use of product names (including but not limited to OscilloSoft, or other product or service names listed on our website at www.OscilloSoft.com.au) refer to the company OscilloSoft Pty Ltd
6. OscilloSoft provides Services to Subscribers whose principal place of business is Australia and New Zealand.
7. OscilloSoft also provides Services to Subscribers in other countries.
8. You accept that features and functions may differ between countries and that features designed for one country may not be suitable for another.
1. Access Authority – means the Subscriber and/or individuals who the Subscriber prescribes levels of access to your OscilloSoft Online Account and where the Subscriber has made available to those individuals the Email Address/Sign-in ID, Password and Organisation to allow them access for data entry, viewing data or obtaining reports.
2. Services – means the OscilloSoft Online integration Services accessed via the OscilloSoft website and also any other OscilloSoft Website, by Registration as a User and by signing on for use using Access Authority.
3. Password – means a confidential alphanumeric, being at least 8 characters long, which when used with other Access Authority information, gives access to Services
4. User – means any person you nominate (if you choose to do so), from time to time, as part of any invite process or request via email to OscilloSoft to use the services available through the website.
5. We, us and/or our – means OscilloSoft Pty. Ltd.
6. You and/or your – means the Subscriber to the Services and includes a User when applicable.
7. OscilloSoft Logo’s – means any logo, brand, trademark, image or other material we provide containing the OscilloSoft and all other associated trademarks, trading names, URL’s be they registered or otherwise.
8. Add-on – Widgets, Plug-ins, Web Applications, Software, Components, Integration, Integrator, Connector and/or any other technology that communicates, interacts or embeds OscilloSoft or is embedded in OscilloSoft.
1. You must provide all equipment necessary to make a connection to the Internet and pay any service fees to providers for access.
2. After gaining access to the Internet, you must obtain access to and pay for the use of Services. This is accomplished by registering as an OscilloSoft subscriber or by using any user id on the site provided by us or any third party.
1. You agree to pay all Service Subscription fees OscilloSoft charges you for the Services when you Register.
2. You also agree to pay all Consulting Service Fees for staff services if any are specifically requested by you and provided by our staff.
3. You agree to pay all foreign, Commonwealth, State and Local Government, state taxes applicable to your access, use or receipt of the Service, these will always be disclosed to you clearly in advance.
4. If OscilloSoft are required to collect overdue fees from you, you agree to pay all reasonable costs (including legal fees), if any, incurred by OscilloSoft in collecting those overdue fees from you, and to pay a late charge on any overdue fees at our bank’s business cheque account overdraft rates.
5. If you fail to pay your fees for Services by any Expiry or Due date, OscilloSoft reserves the right to restrict access to all files that belong to the unpaid Subscription.
6. You accept that when a Subscription is locked, all users of the affected files will be unable to view, edit or add any data to the file. Full access will be restored upon receipt of all accumulated unpaid Subscription fees.
7. You accept that OscilloSoft can transfer any locked file out of your subscription to another subscription owned by a Director or Trustee of the organisation that the file represents.
8. You accept that any voucher, coupon, discount or any other offer used by to pay for a Subscription in lieu of payment can only be used once.
9. Where there isn’t an expiry identified on a voucher, coupon , discount or any other offer it is valid for only 30 days from the date of the offer or notice date.
1. You may Subscribe to OscilloSoft Services by using the OscilloSoft sign up page.
2. The sign up page asks you to provide correct information about yourself or company, to list the users who will have Access Authority and to maintain and update such information to keep it accurate and complete.
3. You may designate a number of users to have Access Authority and you may provide and assign access and passwords to such users.
4. We may suspend or terminate your account and refuse use of Services if you provide any information (including a valid contact email address and phone number) that is false, misleading, inaccurate, not current or incomplete, or if OscilloSoft has reasonable grounds to believe that such information is false, misleading, inaccurate, not current or incomplete or any terms in this agreement are breached.
5. We may suspend or terminate your account and refuse use of Services if you are deemed to be abusive (including using language that is deemed to be abusive to staff, such deeming shall be at the sole discretion of OscilloSoft).
6. You authorise OscilloSoft to use extracts from service related communication on our web site (typically on the testimonials page) and other material in text form and OscilloSoft may include your organisation name, market segment and a link to your website if you have provided one. This use is conditional on OscilloSoft excluding any material that may be deemed confidential, such deeming shall be at the sole discretion of OscilloSoft but will explicitly focus on service quality and Subscriber experience in use of our products and exclude financial or other transaction related information.
1.1.8 Information Confidentiality.
1. You agree that when Subscribing you will select a secure password 8 or more characters long that contains at least one letter and one number.
2. You accept responsibility for maintaining confidentiality of any password and other access information used by yourself and your authorised users who have Access Authority.
3. You acknowledge that the Internet is an open system and OscilloSoft cannot and does not warrant or guarantee that third parties cannot intercept your information.
1.1.9 Communications Between You and OscilloSoft.
1. OscilloSoft reserves the right to contact you by web page, email, fax, post, internet chat, phone text messaging (SMS) or telephone (or other means in the future as they are developed from time to time) to communicate important information regarding the use of the Service and related products and services such as but not limited to third party add-ons, widgets, components, connectors, plug-ins, applications and software.
Your Non-Transferable License
1. We grant you a non-transferable, non-exclusive and terminable right licence to use the Services under these Terms.
2. You agree that title and ownership of the Services remain with us.
3. You agree not to copy (or allow a third party to copy), modify, create a derivative work, reverse engineer or reverse assemble, disassemble, or decompile the Software, or any other action to allow its whole or partial re-use by the Subscriber or others.
4. Title and ownership of financial data entered by the Subscriber, or those with Authorised Access to this data, remains with the Subscriber.
5. You are licenced for the number of users specified in the subscription plan to which you are a subscriber.
6. We agree that in the event of an upgrade, the Licence hereby granted shall automatically transfer to the new version.
7. You agree that all rights in respect of the original version shall lapse and no further use of same shall be permitted.
8. You agree that the Licence in this agreement is effective until suspended or terminated by us or by ceasing subscription payments.
9. You agree that payment for your subscription is due in advance of the next Subscription expiry date.
10. In the event you choose to end your subscription service, you agree to export your data using the export functions provided in the service.
11. We reserve the right to charge you for time and materials if you request your data be exported by us rather than you doing this yourself.
12. You agree to use your best endeavours to ensure the safeguard of your Password(s) for your organisation in order to ensure there is no unauthorised access to, copying of, or collection of information from you data file and you indemnify OscilloSoft for any and all losses you may incur as a result of failing to safeguard your Password.
1.1.13 Terminating Your Service
1. You may end the Service simply by not renewing at your next Expiry Date.
2. Subscribers who terminate will not receive a refund for any unused portion of the Service.
1.1.14 OscilloSoft General Practices Regarding Use of the Service
1. We may establish general practices and limitations that apply to the use of the Service.
2. You accept that we may change these general practices and limits at any time, at our discretion.
3. You accept that we may disable accounts that are inactive for an extended period of time.
4. You accept that we may log off (also referred to as sign off or sign out) users who have been inactive for a reasonable period of time or for the purposes of conducting reasonable system maintenance and repairs.
5. You accept that we reserve the right to disable or change features of the service if those features are infrequently used by our users or at our discretion.
1.1.15 Website and other publications (our Content)
1. You assume all risks concerning the suitability and accuracy of the information within the web site and publications.
2. We may have inaccuracies or errors in our Content. We bear no responsibility for and disclaims all liability for any such inaccuracies, errors, or omissions in the web site and publications and in any other referenced or linked documents.
3. You accept that we will, from time to time, alter information in the web site which contains pricing, market information, and/or product specifications, and that these product offerings may not be relevant, suitable or available in your country.
4. You accept that links to other third-party sites can lead you to Content not under our control or responsibility and thus you accept that using such a third-party site is at your own risk.
5. You accept that the inclusion of any link does not imply that OscilloSoft is endorsing or is accepting responsibility for the content, products or services of third-party websites.
6. You accept that the Content we provide is educational and information only and is not legal, taxation and/or financial advice.
7. You agree to obtain professional legal, taxation and/or financial advice rather than rely on Content we provide.
1. You accept that use of the Services is at your risk.
2. You accept that OscilloSoft is not responsible for any adverse consequences arising out of the use of the Services.
3. You agree to indemnify, defend, and hold harmless OscilloSoft from and against any and all claims, proceedings, damages, liability and costs (including reasonable solicitors fees) incurred by OscilloSoft as a result of any claim arising from your violation of the Terms, State or Commonwealth law or regulations, or any third party’s rights including but not limited to infringement of copyright, violation of any proprietary right and invasion of privacy rights.
4. You accept that these obligations survive termination of the Service.
5. You accept that we will not accept liability for failures in providing Services, which are outside normal usage or reasonably foreseeable including force majeure, natural disasters, acts of God, war, terrorism and civil disobedience.
1.1.17 Disclaimer of Warranties
1. You accept that the Services (including all content, software, functions, and operational hosting services) are provided “as is”, without warranty of any kind.
2. OscilloSoft expressly disclaims all warranties of any kind, whether express or implied, including without limitation, title, security, accuracy, uninterrupted timely and error free service, errors in software will be corrected, service will meet user requirements, damages or injury caused by any failure of performance, computer virus, communication failure and unauthorised access.
1.1.18 Proprietary and Confidential Information
1. You acknowledge and agree that the Services may contain proprietary and confidential information that is protected by intellectual property and other laws.
2. You agree not to loan, modify, lease, sell, distribute or create derivative works based on the Service.
3. If you are an Adviser (i.e. accountant, bookkeeper, financial adviser) you may procure and maintain the Service for your client by establishing and maintaining a Subscription containing their files. Otherwise, your client may establish a Subscription with OscilloSoft and set you up with Access Authority.
4. You agree not to use or display any OscilloSoft trademarks, logos, product and services names or other OscilloSoft material of any form (including any derivations) without our written approval or as described elsewhere in these Terms where you are a OscilloSoft Partner.
5. You may not assign, sell, distribute, lease, rent, lend, sub-license, or transfer the Subscription Services or this licence (subject to the prior written consent of OscilloSoft)
1.1.19 Your content and data
1. We claim no intellectual property rights over the material submitted, posted or displayed via the Subscription Service. However, it may be used in anonymous aggregated form (where it is aggregated in part or full with other subscribers).
2. You accept that by setting any of your Content to be shared publicly that you allow others to view and share your Content.
3. You accept that by letting your subscription expire, requesting your Subscription be closed or by failing to meet the Terms of Service that we may delete all your Content and Data permanently at a time or date of our choosing but not within 30 days.
4. You accept that OscilloSoft does not offer in it’s Services to roll-back, recover or load any data from historical backups or archives. If we do this it is at our discretion and we may charge for this Service.
5. We do not claim that our data management practises (including but not limited to marking data for deletion, permanent data deletion, restoration, backup, indexing, retrieval, archiving, importing, exporting or other data copying, moving or protecting services) are appropriate for you.
6. You accept the responsibility of having your own practises to cover risk associated with our data management where you don’t feel our practises are appropriate for you.
7. You accept that our practises for data management may change at our sole discretion at anytime and without notice.
8. You agree that we may use Communications with you (feedback, praise, criticisms, quotes, correspondence, support conversations and any other interactions with you) in our Content.
9. You agree this material we are permitted to use includes your Internet addresses (as email addresses and web addresses and any other forms including messaging) that you choose to supply us in any way as well as linking to those addresses such as your website from our website and reproducing carefully selected appropriate public material from your website including images, logos, brands and the like from your website on our testimonials website page and also in related places and materials both online and in other forms including directories that we publish.
10. You acknowledge you are not entitled to any payment for use of this material.
1.1.20 Support Service
1. We provide supported plans, which encompasses product use support and technical support where issues arise for the product such as defects.
2. We provide comprehensive online help screens.
3. We reserve the right to limit the time spent on email and telephone support calls to 10 minutes or less for a single support enquiry.
4. We reserve the right not to provide Support Service even if it has been purchased if we deem the Support Service is being used in an unethical, abusive or fraudulent manner.
5. You accept that support is only available while an online service is current and paid in full.
6. You accept that any instruction we give you via our Support Service (and via any other method or service) is not legal, tax or accounting advice.
7. You accept that the Support Service is for basic usability and functionality queries and not for workflow, operational, accounting or bookkeeping problem solving.
8. You agree that in reporting any defects to our Support Service, to be specific and provide at least one identifiable example of the defect.
9. You agree to allow us access to your data to troubleshoot or problem solve a defect.
10. You agree that Internet, network, hardware, software inquiries relating to third party providers are not resolved by OscilloSoft.
11. You agree that our Support Team will deem if the inquiry falls within the nature of the OscilloSoft Support Service.
12. You accept that Support Team availability and response times may be affected by call or email volumes, staff absence, server maintenance and upgrades relating to new releases.
Your privacy is very important to us.
1.1.22 Fair Play Promise
Our Fair Play Promise is a policy that ensures OscilloSoft delivers you consistent value and service as a paying subscriber. We will -
1. Limit the resources (such as disk space or other resources) you are allowed to use to a reasonable amount for the subscription level you are paying for.
2. Set the limit based on reasonable averages for other users like you.
3. Allow you to add users as long as the number of users added doesn’t exceed a reasonable level of users when compared to the average number of active users we see per File across all our Subscribers. Currently we provide for ten users per File after which we reserve the right to request that you quote you a price for additional users above ten should this need arise.
4. Set limits for the common good in order to prevent one user inadvertently using excessive resources that should be shared with other users.
5. Reserve the right to terminate service to you if you exceed your limits or abuse the service or our staff or communication channels in any way.
6. Tell you well in advance (normally) if you breach any limits and we will give you the option of reducing your usage back below the limit or upgrading to a more appropriate plan.
7. Be flexible and try to give you the benefit of the doubt so we will normally not prevent you operating if you breach limits briefly and return to within limits in a reasonable time.
8. We reserve the right to vary prices or features for all Subscribers, including free file users, at any time but will always try to give you reasonable notice.
9. Monitor your use of the system and ensure allocation of resources between user is fair using points which may be adjusted at our discretion in the event you abuse the system.
1.1.23 Where you agree to be a OscilloSoft Partner
1. We agree to provide you with Referral Rewards as a discount on your subscription or as fees payable to you.
2. Whether we provide Referral Rewards as a discount or pay as a fee is at our sole discretion.
3. Referral Rewards apply when subscribers are referred to us by you.
4. A Referral is deemed to have been received when a prospective Subscriber clicks your unique OscilloSoft Partner link which logs a record in our database -or- when you notify us in writing by filling in an online form or by sending an email to partner@OscilloSoft.com.au
5. A Referral is deemed to have expired if the Referral doesn’t convert to a paying subscriber within 90 days of the Referral.
6. A Subscriber can elect a different OscilloSoft Partner or OscilloSoft to manage their Subscription at any time. If they elect not to have a OscilloSoft Partner manage them then the Subscriber is managed by us and Referral Rewards are no-longer payable effective from the date the Subscriber makes this election.
7. You accept than sending us a list of email addresses and names is not sufficient evidence that they are qualified leads unless you warrant that these are prospective Subscribers who have made contact with you or have visited your website Content that is specifically related to OscilloSoft and it’s products.
8. You agree that subscribers must pay us before we are liable to pay you.
9. Variations to Referral Reward may occur from time to time and will be published on the OscilloSoft website and become effective one calender month after the change.
10. No other services, products, applications or otherwise receive Referral Rewards except where specified explicity.
11. Eligibility of Referral Rewards is subject to our Terms of Service even if you do not use our Services for your own use or the organisation you represent.
12. You use our Services at your own risk. Our Services are provided on an ‘as is’ and ‘as available’ basis.
13. We are not liable for damages, direct or consequential, resulting from any failure to provide service, suspension of Service, or termination of Services.
14. We do not guarantee the availability of the Referral Rewards in the future.
15. You agree not to hold us responsible for data loss or interruption of service of any kind.
16. OscilloSoft retains ownership and all rights to the OscilloSoft logos, trademarks, software, trade secrets, databases (withstanding the rights of subscribers as embodied in the Terms for Subscribers), reports, web site and other intellectual property.
17. OscilloSoft reserves the right to cancel Referral Rewards for violation of the Terms at any time.
18. Referral Awards will only be paid on a Service once to a single OscilloSoft Partner. For clarity there is no tiering, hierarchy or multi-level aspects for Referral Rewards.
19. You accept that there is no exclusive arrangement between you and us in terms of software licences, distribution rights or otherwise.
20. You agree that other OscilloSoft Partners may be competing with you to sell OscilloSoft Services and claim Referral Rewards.
1.1.24 Referral Rewards Criteria for OscilloSoft Partners
Referrals to OscilloSoft must meet the following criteria:
1. OscilloSoft hasn’t already got a relationship with the Referral. Where a relationship is prior communication with the Referral.
2. Referrals cannot be obtained via unsolicited commercial e-mail (“spam”)
3. Partner Websites may not contain adult material, or engage in or promote illegal activity, violence, racism, or contain any other material that OscilloSoft, at its sole discretion, considers inappropriate.
4. OscilloSoft reserves the right to reject any orders that OscilloSoft deems inappropriate, due to suspected fraud, security concerns or any other reason.
5. That in your actions resulting in a Referral to us you have complied with the Federal and State Laws of Australia and also with the Laws of the Countries in which both you and the Referral reside and operate.
6. Links to OscilloSoft may be placed in newsgroups, discussion forums, chat rooms or guestbooks but must not be placed in such a way that it is misleading to the participants.
1.1.25 Referral Rewards Qualification for OscilloSoft Partners
To receive Referral Rewards the following criteria must be met:
1. We identify by means of a unique URL used in linking to OscilloSoft that the subscriber originated from an Partner Website.
2. You identify the subscriber to us via email sent to partner@OscilloSoft.com.au within thirty (30) days of the Referral subscribing to OscilloSoft services.
3. The Referral must signup and pay for services within ninety (90) days of the referral. You agree not to make this payment or arrange a third partner to make a payment on their behalf to circumvent this rule.
4. We pay Referral Rewards based on the existence of valid paid plan files in your Subscription.
5. We may make process returns, adjustments, chargebacks to your account with us that reflect changes to Subscriber billings.
6. We provide ongoing Referral Rewards while we receive subscription revenue from your referrals and while you maintain a good commercial supportive relationship with the Subscribers that you are the Managing Partner of.
7. All Referral Rewards are based on the full tax inclusive price.
8. You agree to provide a registered legal entity that you operate under. We are under no obligation to accrue or pay Referral Rewards otherwise.
9. Referral Reward rates may change at any time but will not take effect for one calendar month from the date of change. We will notify changes via email and/or via our OscilloSoft.com website.
10. We reserve the right not to provide Referral Rewards where, in OscilloSoft’s sole discretion, you fail any of our Terms and Conditions or violate any Federal or State Laws of Australia.
11. In the event that you purposefully, inadvertently or indirectly solicit a current Subscriber then we have no obligation to provide Referral Rewards on that Subscriber.
1.1.26 OscilloSoft Partner Obligations
1. Each OscilloSoft Partner will be solely responsible for the design, development, testing, operation, maintenance and content of their own Partner Website(s) and for all materials that appear on Partner Website(s), including but not limited to: (a) the accuracy and appropriateness of materials posted on Partner Website; and (b) ensuring that materials posted on Partner Website do not violate or infringe upon the rights of any third party.
2. You agree to indemnify, defend and hold harmless OscilloSoft, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, legal fees) arising from the design, development, testing, operation, maintenance and content of you website and Content.
3. We grant you permission to use the OscilloSoft logos in Content you produce.
4. You agree to provide us the Content including printed or electronic such as URL’s and files for reference purposes on our request.
5. Versions of the OscilloSoft logos suitable for print and screen use are made available on the OscilloSoft websites at OscilloSoft.com/identity. Any other variant of logo’s is not permitted.
6. You must discontinue use of the OscilloSoft logos if this agreement is terminated for any reason.
1.1.28 3rd Party Vendor
1. 3rd party vendors Zoho, Sassu, Google Apps or any application not developed by Oscillosoft will fall under 3rd party vendors. If the platform or environment changes, updates or upgrades then those change may impact current architecture and integration. Oscillosoft does not take any libiblity of 3rd Party applications environment changes as it unknown variable. In the event of any 3rd party environment changes it can be managed via Oscillosoft support (email@example.com) and which will be treated as a new request, which will be based on hourly rate.
2. OscilloSoft does not take any responsibility for 3rd party licensing fee. This is an agreement between the client and 3rd party vendors. 3rd Party vendors reviews their pricing policy and communicates within their applications or via email directly to the client. The licensing fee has been taken from 3rd party vendor web site.
3. Service Level Agreement with 3rd party vendors. Please refer to individual vendor web site.
4. OscilloSoft does not take any responsibility of clients in house or servers. This is maintained or supported by client. OscilloSoft only act on instructions by client on any local server/infrastructure of a client.
1.1.29 OscilloSoft Partner built Add-ons
Your Responsibilities as a developer of OscilloSoft Add-ons are:
1. Tell us what URL you would like us to use to direct web traffic to your website where they can download or use a OscilloSoft Add-on.
2. You agree to provide a profile on your company, yourself and the Connector including features and benefits.
3. You agree to list any known issues.
4. You agree to provide your contact and physical address on your website that contains the OscilloSoft Add-on.
5. You agree to withdraw any Add-ons from sale immediately on written request from us in the event (for example if we consider them to be risk to our brand, to our Subscribers’s data security or any other risk we feel reasonably warrants this).
6. You agree that in the event you decide not to sell or provide online availability or an online distribution mechanism for our Subscribers to access the Add-on that you will grant OscilloSoft a perpetual unlimited licence for the use or distribution of the Add-on for any purpose we see fit (including but not limited to modifying it to correct bugs or other issues you have not addressed). This requires the latest copy of the Add-on source code and executables to be provided to us.
1.1.30 Files managed within a Subscription
1. You shall ensure that File owners and their users under your Subscription have adequate access given to them while they are paid up in full for the subscription cost of that file.
2. We reserve the right for any reason to provide direct access to a file for a an organisations Directors and Trustees even if that file is in your Subscription.
3. We reserve the right to transfer a file from your Subscription to the Subscription owned by the Director or Trustee of the file that contains their organisations data. We will refund any payment you made to us for the unused portion of the subscription period for that file.
1.1.31 Relationship of Parties; Scope of Authority
1. You shall perform all duties under this Agreement as an independent supplier, and agree not to hold yourself out as an agent of OscilloSoft with authority apart from authority expressly granted from OscilloSoft.
2. You shall have no express or implied authority to assume or create any obligation or enter into any Agreement on behalf of OscilloSoft.
3. Nothing in this Agreement shall be deemed to create an employer-employee, partnership, franchise or joint venture relationship between OscilloSoft and you.
1.1.32 General Refunds, Returns and Delivery Policy
1. We agree to refund your subscription if you change your mind within seven (7) days of purchase.
2. This policy is in addition to your statutory rights under the Trade Practices Act. For more information, please visit the Australian Department of Fair Trading website.
3. We accept that if a product is wrongly described, different from a sample shown or doesn’t do what it is supposed to do, you may choose between a replacement or a refund.
4. Defective or DOA (dead on arrival) hardware items. All items come with a manufacturers guarantee.
5. You agree to request for a return of defective or DOA items via email to support@OscilloSoft.com.au stating your invoice number.
6. You agree to provide a reason for returns including any details of the problem.
7. We agree to issue a refund, once goods have been received and verified at our head office.
8. You accept that we only have to refund the credit card used to pay for goods or services or the bank account we received payment from.
9. You accept that refunds may take 10 days to process once approved by us.
10. You agree to allow us to deduct fees and charges by banks and credit card companies we occur from the refund amount.
11. You agree that refund for bulk purchases (i.e. 2 or more of the same product) will not be accepted.
12. You agree to purchase one item or Service first to make an assessment prior to making bulk orders.
13. OscilloSoft reserves the right to charge delivery costs for Change of Mind Refund hardware returns, pickup and returns of repaired and/or replace hardware and new or used products purchased.
1. You agree to defend, indemnify and hold OscilloSoft harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorney’s fees) arising from your violation of this agreement or any third-party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights.
2. This obligation shall survive any termination of this agreement.
3. Our liability will not exceed the Referral Reward due to you.
1.1.34 Limitation of Liability
1. OscilloSoft shall not be liable to you or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the services, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not OscilloSoft has been advised or is aware of the possibility of such damages.
2. OscilloSoft’s liability for all claims of any kind arising out of or relating to this agreement shall be limited solely to money damages and shall not exceed the amount of referral awards due to you.
3. OscilloSoft will not accept liability for failures in providing its Services which are outside normal usage or which occur due to force majeure, matters outside OscilloSoft’ control or which are not reasonably foreseeable including an act of God, war, terrorism and civil disobedience.
4. You or OscilloSoft may terminate this agreement at any time.
5. This Agreement will be construed and enforced in accordance with the laws of the State of New South Wales without regard to its conflict of laws principles.
6. Venue for any dispute under this Agreement will be Sydney, Australia.
7. OscilloSoft shall not be liable for, and is excused from, any failure to perform or for delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure of OscilloSoft’ suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labor disputes.
8. OscilloSoft reserves the right to change the Terms and Conditions of this Agreement at any time by posting the modified version on the portion of its web site.
9. You may not assign this Agreement or any of your rights or obligations under this Agreement, in whole or in part, without the express written consent of OscilloSoft.
10. Any notice made by OscilloSoft to you shall be deemed properly given and effective: (i) when reduced to writing and sent to the e-mail address we have for you on record, OR (ii) fifteen (15) days after being posted to the portion of OscilloSoft’s websites that relates to the OscilloSoft Partners.
11. Any notice made by you to OscilloSoft shall be deemed properly given and effective when reduced to writing and delivered to the Service Team e-mail address being service@OscilloSoft.com.
1.1.35 Independent Investigation
1. You acknowledge that you have read this agreement and agree to all its terms and conditions.
2. You understand that we may at any time (directly or indirectly) solicit Subscriber referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of using OscilloSoft Services and participating in the Referral Rewards and you are not relying on any representation, guarantee, or statment other than as set forth in these terms and conditions.